Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) If, after the twelfth full calendar month after the date hereof, the Company receives from the Holder a written request that the Company effect a shelf registration statement with respect to be filed by the Company in accordance with Section 2.1 of this AgreementRegistrable Securities, the Company will use commercially reasonable efforts to: (a) (i) prepare and within 60 days after such request file with the SEC the shelf Commission a registration statement on an appropriate form (which shall be on Form S-3 (or Form S-1 if the Company Form S-3 is not then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior available to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders Company) and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) shall use all reasonable efforts to cause the shelf have such registration statement declared effective in such form as would permit the sale and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with then held by the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 415 under the Securities Act, (ii) and to keep such registration statement effective until the date the Registrable Securities then Beneficially Owned by the Holder constitute less than 10% of the issuance then outstanding Common Stock. (b) Subject to compliance with Section 5 hereof, the Holder shall be entitled to an aggregate of two Underwritten Offerings and/or DECS Offerings in connection with a registration under Section 4(a); provided, however, that if the Company has effected a registration pursuant to Section 3(b) then the Holder shall be entitled to only one Underwritten Offering or DECS Offering in connection with a registration under Section 4(a). Otherwise, the distribution of Registrable Securities pursuant to a registration under Section 4(a) shall be effected, from time to time or at one time, only by or through such investment banking firm or firms (acting as broker, dealer, agent, principal or otherwise) as may be reasonably acceptable to the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement Holder and the closing of Company. (c) At least five days prior to any sale of securities covered thereby Registrable Securities pursuant to any agreement to which a registration under Section 4(a) (other than a sale in an Underwritten Offering or a DECS Offering), the Holder shall advise the Company is a partyin writing of the terms of its arrangements, if any, with any investment banking firm or firms agreed upon in accordance with Section 4(b), including the capacity in which such firm or firms will act, the representations and warranties proposed manner of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification distribution of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timecompensation terms.

Shelf Registration Statement. In connection (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement to be filed by (the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a"Shelf Registration Statement") (i) prepare and file with the SEC the shelf registration statement on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (which B) shall be on Form S-3 if use its best efforts to have such Shelf Registration declared effective by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof SEC as soon as practicablepracticable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary amended in order to permit the offer and sale Prospectus included therein to be lawfully delivered by the Holders of such the Registrable Securities in accordance with during each Permitted Trading Period (as defined below) for the applicable plan of distribution; (b) (i) within a reasonable time prior Holders subject to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewithSection 2.6(a), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; or at all times (cexcept during a General Blackout Period) use for all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement theretoother Holders, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between beginning on the effective date of the shelf registration statement Shelf Registration Statement and ending on the closing earlier of any sale of securities covered thereby pursuant to any agreement to (i) the date on which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any jurisdiction such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the initiation of SEC. (c) If at any proceeding for such purpose, and (iv) time the Majority Holders request in writing that all or any part of the happening of any event during Registrable Securities covered by the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement Shelf Registration Statement be offered by means of a material fact or omits to state any material fact required firm commitment Underwritten Offering, the Company shall cause to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence filed with the SEC as soon as practicable any necessary or any state securities authority relating appropriate supplement to the shelf Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration statement or prospectus; shall be selected by the Company, subject to the approval of such Majority Holders (f) comply with all applicable rules and regulations of the SEC, including making available such approval not to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcebe unreasonably withheld); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the shelf registration statement of all of such Non-Managing Members’ Redemption Shares pursuant to be filed by the Company in accordance with Section 2.1 of this AgreementSecurities Act (a “Registration Request”), the Company will use commercially reasonable efforts to: (a) (i) prepare and Corporate Manager agrees to confidentially submit or file with the SEC Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on an appropriate Form S-1 or such other form (which shall be on Form S-3 if under the Company is Securities Act then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior available to the filing Corporate Manager providing for the resale of all of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents Redemption Shares issuable to the selling Holders and their counselNon-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); and fairly consider provided however, that not more than two such reasonable changes registrations may occur each year. Except as provided in any such documents prior to this Section 8.5, the filing thereof as the counsel to the Holders may request; (c) Corporate Manager shall use all reasonable its best efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required Shelf Registration Statement to be stated therein or necessary to make declared effective by the statements therein not misleading; (d) notify each Holder Commission as soon as reasonably practicablepracticable after the initial submission or filing thereof and to keep such Shelf Registration Statement effective for a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, andand pursuant to any customary method or combination of customary methods legally available (including, if requested without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such HolderShelf Registration Statement. In connection therewith, confirm such advice the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in writingthe Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) when the shelf filing of a registration statement has become effective and when could jeopardize or delay any post-effective amendments and supplements thereto become effective if such shelf registration statement contemplated material transaction or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under would require the Securities Act, disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with requirements of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect Commission applicable to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and requested registration (ivnotwithstanding its commercially reasonable efforts to so comply) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.or

Shelf Registration Statement. In connection Prior to the Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company to file with the shelf registration statement SEC (no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Impax and filed by the Company in accordance with Section 2.1 6.01 of this Agreementthe Transaction Agreement (the “Form S-4 Registration Statement”), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to the extent such information was not previously included in the Form S-4 Registration Statement) a “shelf” registration statement on Form S-1 with the SEC with respect to resales of all Registrable Shares to be held by Amneal Group following the Closing in accordance with Rule 415 (together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). Prior to the Closing, Impax shall use its reasonable best efforts to cause the Company will to, and following the Closing the Company shall, use commercially its reasonable best efforts to: (a) to (i) prepare and file cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as promptly as reasonably possible after filing with the SEC and (ii) maintain the shelf registration statement effectiveness of (and availability for use of) such Shelf Registration Statement on an appropriate form Form S-1 (which shall be including by, without limitation, filing any post-effective amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 if has been declared effective pursuant to the Company is then below. Upon becoming eligible to use Form S-3) , the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to the Shelf Registration Statement on Form S-1, covering all of the applicable then Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek Shares and will maintain the effectiveness thereof of the Shelf Registration Statement on Form S-3 (or such comparable or successor form) then in effect until such time as soon there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the resale of a number of Registrable Shares which is equal to the maximum number of shares as practicableis permitted by the SEC, and (iv) file with the SEC prospectuses and prospectus supplements Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as may be required and promptly as reasonably necessary in order to permit the offer and sale of such Registrable Securities practicable in accordance with the applicable plan rules, regulations and guidance of distribution; (b) the SEC. In such event, the number of Registrable Shares to be registered for each Amneal Group Member in such registration statement shall be reduced pro rata (i) within a reasonable time prior to the filing first, among all Amneal Group Members and (ii) second, among purchasers of the shelf registration statementCompany Common Stock in any Company-Assisted PIPE Transaction, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies based on the proportion that the number of Registrable Shares held by such documents Amneal Group Member or shares held by such purchasers pursuant to such registration statement bears to the selling Holders and their counsel; and fairly consider total number of Registrable Shares or shares held by such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement theretopurchasers, as of the effective date of applicable, to be registered pursuant to such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection (a) The Company: (A) shall cause to be filed with the SEC, on or before October 31, 2001, a shelf registration statement to be filed by (the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a"SHELF REGISTRATION STATEMENT") (i) prepare and file with the SEC the shelf registration statement on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (which B) shall be on Form S-3 if use its best efforts to have such Shelf Registration declared effective by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof SEC as soon as practicablepracticable thereafter, but in no event later than January 31, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary amended in order to permit the offer Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the date on which all of the Registrable Securities have been sold pursuant to an effective registration statement (in any such case, such period being called the "SHELF REGISTRATION PERIOD"); provided, however, that prior to the termination of such Shelf Registration Period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (i) an opinion, in form and sale substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities in accordance with are freely saleable pursuant to Rule 144(k) under the applicable plan Securities Act (or any successor provision having similar effect) without any volume, manner of distribution; sale or other restrictions or (bii) (i) within a reasonable time prior to "No-Action Letter" from the filing staff of the shelf SEC stating that the SEC would not recommend enforcement action if the Registrable Securities were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of unless such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request;action is required by applicable law. (c) use If at any time the Majority Holders request in writing that all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification part of the Registrable Securities for sale in any jurisdiction or covered by the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement Shelf Registration Statement be offered by means of a material fact or omits to state any material fact required firm commitment Underwritten Offering, the Company shall cause to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence filed with the SEC as soon as practicable any necessary or any state securities authority relating appropriate supplement to the shelf Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration statement or prospectus; shall be selected by the Company, subject to the approval of such Majority Holders (f) comply with all applicable rules and regulations of the SEC, including making available such approval not to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcebe unreasonably withheld); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by If the Company in accordance with Section 2.1 of this Agreementhas not filed an IPO Registration Statement by June 15, 2012, or if such IPO Registration Statement has been filed but has not been declared effective under the Securities Act by October 31, 2012, the Company will use commercially reasonable efforts to: (a) (i) prepare and shall, no later than the Filing Deadline, file with the SEC the Commission a shelf registration statement on an appropriate form (which shall be Registration Statement on Form S-3 if S-1 or such other form under the Securities Act then available to the Company is then eligible (a “Shelf Registration Statement”) relating to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such the Registrable Securities by the Holders from time to time pursuant to Rule 415 in accordance with the applicable plan methods of distribution; (b) (i) within distribution elected by such Holders holding a reasonable time prior to the filing majority of the shelf registration statementRegistrable Securities and set forth in such Shelf Registration Statement (such date, any prospectusthe “Filing Date”) and, any amendment to a registration statementthereafter, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) shall use all its commercially reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the such Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicablepracticable after the initial filing thereof, andbut no later than 120 calendar days following the Filing Date; provided, however, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if requested by the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company agrees to use commercially reasonable efforts to keep such Holder, confirm such advice in writing, Shelf Registration Statement continuously effective for a period ending on the earlier of (i) when six months from the shelf registration statement has become effective and when Effective Time; provided, that, all of the Registrable Securities are eligible for sale without any post-effective amendments and supplements thereto become effective if such shelf registration statement volume or post-effective amendment is not automatically effective upon filing manner of sale restrictions pursuant to Rule 462 144 (or any successor or analogous rule) under the Securities Act, or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that if the Company has an effective Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company may, upon 30 Business Days prior written notice to all Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within 15 Business Days of receipt of the issuance by Company notice that such a registration under a new Registration Statement and de-registration of the SEC or any state securities authority initial Shelf Registration Statement would interfere with its distribution of any stop orderRegistrable Securities already in progress, injunction or other order or requirement suspending in which case the Company shall delay the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date short-form Registration Statement and termination of the shelf registration statement then-effective initial Registration Statement or any short-form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the closing of any sale of securities covered thereby date that the Company receives the notice from such Holders requesting a delay. Any Shelf Registration Statement shall provide for the resale from time to time and pursuant to any agreement method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Securities. If the Company is a partyhas not filed an IPO Registration Statement by June 15, the representations and warranties of the Company contained in 2012, or such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is IPO Registration Statement has been filed but has not been declared effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of under the Securities Act by October 31, 2012, the obligation to file the Shelf Registration Statement by the applicable Filing Deadline may be waived and/or extended, in writing, by the holders of at least 75% of the shares of Common Stock held by the Holders, WLR IV Parallel ESC, L.P. and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal WLR Recovery Fund IV, L.P. Each Holder of any order suspending the effectiveness of the shelf registration statement Securities at the earliest possible timetime or thereafter outstanding shall be bound by any such waiver or extension effected pursuant to this Section 2(a), whether or not any notice or writing indicating such waiver or extension is delivered to such Holder.

Shelf Registration Statement. In connection with (a) From and after the shelf expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to be filed by the Company in accordance with Section 2.1 of this AgreementParent, the Company will Investor may by written notice delivered to Parent (the “Shelf Notice”) require Parent to use commercially reasonable efforts to: (a) (i) prepare and to file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, andand to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 462 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by the Investor that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period, Parent is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and Parent shall use commercially reasonable efforts to file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Investor. Parent shall be deemed to have satisfied its obligations under this Section 5.3(a) if such Registrable Securities have been registered on the Shelf Registration Statement contemplated by Section 5.16 of the Merger Agreement and for so long as such Registration Statement remains effective, it being understood that, notwithstanding the effectiveness of such Registration Statement or anything herein to the contrary, the Investor shall not be entitled to deliver a Take-Down Notice until the expiration of the Restricted Period, and the Transfer restrictions contained in Article II shall continue to apply in all respects in accordance with their terms. (b) Subject to Section 5.3(c), Parent will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to Section 8.1. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled, from time to time, by providing written notice to the Investor, to require the Investor to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period and the Investor agrees to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities upon receipt of such notice. In the event of a Blackout Period under clause (ii) of the issuance definition thereof, Parent shall deliver to the Investor a certificate signed by either the chief executive officer or the chief financial officer of Parent certifying that the conditions described in clause (ii) of the definition of Blackout Period are met. (d) At any time that a Shelf Registration Statement is effective, if the Investor delivers a notice to Parent (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then Parent shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering; provided, that Parent shall not be obligated to effect more than two (2) Shelf Offerings during any twelve (12)-month period or to effect any Shelf Offering for less than the Registrable Amount. (e) In connection with any Shelf Offering, if the lead managing underwriter(s) advises Parent and the Investor that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Shelf Offering would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall be included in such Shelf Offering only such securities as the Investor is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Shelf Offering were a Demand Registration), including Section 5.1(e)(ii), Section 5.1(g) and Section 5.1(i). (f) If any of the Registrable Securities is to be sold in a Shelf Offering initiated by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partyInvestor, the representations Investor shall select the investment banker(s) and warranties of the Company contained in manager(s) that will serve as managing underwriters (including which such agreement cease to be true managing underwriters will serve as lead or co-lead) and correct in all material respects or if the Company receives any notification underwriters with respect to the suspension offering of the qualification of the such Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for Securities; provided, that such purpose, investment banker(s) and manager(s) shall be acceptable to Parent (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required acceptance not to be stated therein unreasonably withheld, conditioned or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcedelayed); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection The Operating Partnership and the Guarantor shall file with the shelf registration statement Commission a Registration Statement for an offering to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) made on a continuous basis pursuant to Rule 415 covering (i) prepare all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of all applicable series of Notes for which Section 2(c)(ii)(D) applies (the “Shelf Registration Statement”). The Operating Partnership and the Guarantor shall use their respective reasonable efforts to file with the SEC Commission the shelf registration statement Shelf Registration Statement as soon as practicable and in any event on an appropriate form (which or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale or another appropriate form permitting registration of such Registrable Securities for resale by Holders in accordance with the applicable plan of distribution; manner or manners designated by them (b) (i) within a reasonable time prior but not including any underwritten offerings). The Operating Partnership and the Guarantor shall not permit any securities other than the Registrable Securities to be included in the filing of Shelf Registration Statement. The Operating Partnership and the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and Guarantor shall use their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all respective reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act on or prior to the date that is 180 days after delivery of the Shelf Notice and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is two years from the Closing Date (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact such shorter restrictive period as may be required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the 144(k)) or such shorter period ending when all Registrable Securities Act, (ii) of the issuance covered by the SEC Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in all material respects or if respect of the Company receives any notification with respect Shelf Registration Statement shall be extended to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact extent required to be stated therein or necessary permit dealers to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence comply with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations prospectus delivery requirements of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of Rule 174 under the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeas otherwise provided herein.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company agrees to file with the SEC as soon as practicable after the shelf registration statement Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on an appropriate form a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (which the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 if under the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale Securities Act or another appropriate form permitting registration of such Registrable Transfer Restricted Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to for resale by the Holders may request; in the manner or manners reasonably designated by them (c) including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use all its reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) pursuant to comply in all material respects with the requirements of the Securities Act (including as promptly as practicable following the rules filing thereof, but in no event later than the Effectiveness Target Date, and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make keep the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become Shelf Registration Statement continuously effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, Act for 36 months after the date on which all the Notes are sold (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby including those sold pursuant to any agreement the over-allotment option granted to which the Company is a partyInitial Purchasers in the Placement Agreement) to the Initial Purchasers (subject to extension pursuant to Sections 2(b) and 2(d) hereof) (the "Effectiveness Period"), the representations and warranties of the Company contained in or such agreement shorter period ending when there cease to be true and correct in all material respects or if the Company receives outstanding any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeTransfer Restricted Securities.

Shelf Registration Statement. In connection with (a) From and after the expiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to be filed by Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 2.1 4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing written notice to the Company is then eligible holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use Form S-3) covering of the applicable prospectus for sales of Registrable Securities, Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) file amendments thereto as warrantedof the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (iiiii) seek of the effectiveness thereof as soon as practicabledefinition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, and each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ivii)(y) file with of the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale definition of such Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities in accordance with for the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing duration of the shelf registration statementBlackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, any prospectuspublication, any amendment to a registration statementdissemination or distribution of the Shelf Registration Statement, amendment or supplement to a each prospectus or any free writing prospectus (in each case including all exhibits filed therewith)included therein, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as thereto by it and any of its Affiliates for the duration of the effective date Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such registration statementnotice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement and during to the distribution Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus;. (f) comply At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all applicable rules other Demand Shareholders included on the Shelf Registration Statement and regulations permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the SEC, including making available Take-Down Notice to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force)such holder; and (gii) obtain if the withdrawal lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of any order suspending the effectiveness all of the shelf registration statement at securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the earliest possible timesuccess thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. In connection (i) Within 30 calendar days of the Second Closing Date (as such term is defined in the Subscription Agreement), the Company shall file with the shelf Commission a registration statement to be filed by on any permitted form that qualifies, and is available for, the Company resale of Registrable Securities in accordance with Section 2.1 of this Agreement, and pursuant to Rule 415 promulgated under the Company will use commercially reasonable efforts to: Securities Act (aor any successor rule then in effect) (ithe “Shelf Registration Statement”) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 except if the Company is then eligible to use register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-3 in accordance herewith) covering and use its reasonable best efforts to cause the applicable Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable thereafter. The Company shall include in such Shelf Registration Statement all Registrable Securities, Securities held by the Investor. (ii) Until the earlier of the date on which (A) there no longer are any Registrable Securities outstanding and (B) this Agreement has terminated in accordance with Section 2.13, if (y) the Company receives new or revised Holder Information that was not previously provided or is not otherwise included in the Shelf Registration Statement, or (z) a Holder requests the registration of its Registrable Securities on the Shelf Registration Statement and such request was not previously received by the Company pursuant to the terms of this Agreement, the Company shall promptly and, in any case within 15 days, file amendments thereto with the Commission an amendment or supplement to such Shelf Registration Statement and shall include such new or revised Holder Information and/or the Registrable Securities of the Holder making such request, as warrantedapplicable, in the amended or supplemented registration statement. (iii) seek In the effectiveness thereof event the Company is not eligible to file the Shelf Registration Statement on Form S-3 (a “Form S-3 Shelf”) and files the Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf”), the Company shall use its reasonable best efforts to convert such Shelf Registration Statement to a Form S-3 Shelf as soon promptly as practicable, practicable after the Company is eligible to use Form S-3 and have the Form S-3 Shelf declared effective as promptly as practicable (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary but in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to no event more than 30 days after the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewithForm S-3 Shelf), provide copies provided, that if there is an offering of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for Shelf Registration Statement that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which is ongoing at such time the Company is a partyeligible to use Form S-3, the representations and warranties Company shall delay the conversion of the Company contained in such agreement cease Shelf Registration Statement until the earlier of the date that the offering is completed or the existing Shelf Registration Statement would need to be true and correct in all material respects or if the Company receives any notification with respect updated pursuant to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a10(a)(3) of the Securities Act or otherwise. If the Shelf Registration Statement is a Form S-3 Shelf and Rule 158 thereunder thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as practicable to replace the Shelf Registration Statement that is a Form S-3 Shelf (or any similar provision then but in forceno event more than 20 Business Days after the date of such ineligibility) and have the Form S-1 Shelf declared effective as promptly as practicable (but in no event more than 90 days after the date of such filing); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) Subject to Section 4.1, the Company shall: (i) file an “evergreen” shelf registration statement on Form S-3 (or, in the event Form S-3 is unavailable to the Company, Form S-1) pursuant to Rule 415 under the Securities Act (or any successor provisions), providing for an offering to be filed by made on a continuous basis of the Registrable Securities (the “Shelf Registration”), with the Company to use reasonable best efforts to make such filing on or before the date 45 days from the date hereof; (ii) use reasonable best efforts to cause the Shelf Registration to become effective as soon as practicable after such filing, and in accordance with Section 2.1 of this Agreement, any event within 120 days from the Company will date hereof; (iii) use commercially reasonable efforts to:to maintain in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act; (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file furnish, upon request, to the holders of the Registrable Securities to which the Shelf Registration relates copies of any supplement or amendment to such Shelf Registration prior to such supplement or amendment being used and/or filed with the SEC prospectuses SEC; and (v) pay all Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective, and prospectus supplements as may be required and as reasonably necessary in order to permit whether all, some or none of the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution;to which it relates are sold pursuant to it. (b) (i) within If at any time before the third anniversary of the effectiveness of the Shelf Registration, the Shelf Registration ceases to be effective, the Company shall use commercially reasonable efforts to file and use its commercially reasonable efforts to cause to become effective a reasonable time prior new “evergreen” shelf registration statement providing for an offering to be made on a continuous basis of the Registrable Securities by the Shareholders. Such shelf registration statement shall be filed on Form S-3 or, if Form S-3 is unavailable to the filing of the shelf registration statementCompany, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request;on Form S-1. (c) use all reasonable efforts to cause If, after the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement Shelf Registration has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment effective, it is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance interfered with by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating other governmental agency or authority, the Company shall use its commercially reasonable efforts to prevent the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal issuance of any stop order suspending the effectiveness of the shelf registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible timemoment.

Shelf Registration Statement. In connection (i) The Corporation shall (A) if it is a Well-Known Seasoned Issuer, prepare and file an Automatic Shelf Registration Statement on or as soon as reasonably practicable (but no more than two business days) following the expiration of the Lock-Up Period (as defined herein) with respect to any Registrable Securities, or (B) if it is not a Well-Known Seasoned Issuer, prepare and file a Registration Statement on or before the shelf registration statement to be filed by 45th day following the Company in accordance with Section 2.1 date of this Agreement, the Company will and shall use its commercially reasonable efforts to:to make such Registration Statement effective as soon as reasonably practicable thereafter, and in any event no later than the date that is three months after the date hereof. In no event may the resales by the Selling Holders take the form of an underwritten offering of Registrable Securities without the prior written agreement of the Corporation. (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may If a Registration Statement is required to be required and as reasonably necessary in order filed pursuant to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewithSection 2.01(a)(i), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) Corporation will use all its commercially reasonable efforts to cause the shelf registration statement and Registration Statement filed pursuant to Section 2.01(a)(i) to be continuously effective under the related prospectus and Securities Act, with respect to any amendment or supplement theretoHolder, as of until the effective the date of such registration statement, amendment or supplement and during the distribution of the registered on which there are no longer any Registrable Securities outstanding (xthe “Effectiveness Period”). The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to comply form in all material respects with the applicable requirements of the Securities Act (including and the rules Exchange Act and regulations promulgated thereunder) and (y) shall not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading (d) notify each Holder as and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as reasonably practicablepracticable following the date that the Registration Statement becomes effective, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under Corporation shall provide the Securities Act, (ii) Holders with written notice of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeRegistration Statement.

Shelf Registration Statement. In connection a. The Company shall, at its expense, prepare and file with the shelf SEC, as soon as practicable, but in no event later than one hundred twenty (120) days, following the registration statement of the Class A Common Stock or Class B Common Stock of the Company under the Securities Act or the Exchange Act (an "EFFECTIVE REGISTRATION") or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "FILING DEADLINE"), a Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the methods of distribution set forth in such Shelf Registration Statement and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be filed declared effective under the Securities Act as soon as practicable after the Filing Deadline, but in no event later than one hundred and eighty (180) days after the completion of the Effective Registration or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "EFFECTIVENESS DEADLINE"). The first filing of the Shelf Registration Statement shall contain the "Plan of Distribution" section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC. The Company shall not register any Class A Common Stock or any other securities for the benefit of any Person other than the Company or a holder of Existing Incidental Registration Rights, in advance of registering the Transfer Restricted Securities pursuant to this Section 2.1 or pursuant to Section 2.2 (other than a registration on Form S-4). (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling holder of Transfer Restricted Securities in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first class registered mail or by courier with delivery confirmation a properly completed Notice and Questionnaire to the Company. The Company shall deliver the Notice and Questionnaire to the Holders within five (5) Business Days of completion of the registration of the Company's securities under the Securities Act or Exchange Act. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the completed Notice and Questionnaire must be received by the Company on or prior to the tenth (10th) Business Day after the date the Notice and Questionnaire is delivered by the Company in accordance with this Section 2.1 2.1(b)(i) (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the twentieth (20th) Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth (5th) Business Day prior to initial effectiveness of the Shelf Registration Statement, in each case provided that the Company has delivered the Notice and Questionnaire in accordance with this AgreementSection 2.1(b)(i)) (in any case, the "QUESTIONNAIRE DEADLINE"). (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will will, as promptly as practicable, but in any event within ten (10) Business Days after the Company's receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement that is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to the right of the Company to suspend the use commercially reasonable efforts to: (aof the Prospectus as described in Section 2.1(d) hereof); provided, however, that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected shall furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. c. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until there ceases to be any Transfer Restricted Securities outstanding (such period being called the "SHELF REGISTRATION PERIOD"). The Company will, in order to fulfill its obligations and this Section 2.1(c): (x) subject to Section 2.1(b)(ii) and 2.1(d), use its reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2.1(b)(ii) and 2.1(d), cause the related Prospectus to be supplemented by any required supplement, and as reasonably necessary in order so supplemented to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; be filed pursuant to Rule 424 (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (similar provisions then in each case including all exhibits filed therewith), provide copies of such documents to force) under the selling Holders and their counselSecurities Act; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (cz) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period. d. The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (including the rules period during which the availability of any Shelf Registration Statement and regulations promulgated thereunder) and (y) any Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Registration Default Payments pursuant to Section 2.1(e), for a period not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, exceed: (i) when the shelf registration statement has become effective and when thirty (30) consecutive days at any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Actone time, (ii) forty-five (45) days in any three (3) month period or (iii) ninety (90) days in the aggregate during any twelve (12)-month period, in each case only for valid business reasons, to be determined in good faith by the Company in its reasonable judgment (which shall not include the avoidance of the issuance Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, events listed in Section 3(c), public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(g) hereof, if applicable, and provided further that, if a Post-Effective Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and the effectiveness of any Post-Effective Amendment shall be not deemed to be a Suspension Period hereunder. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period. e. The Company and the Buyers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2.1 hereof. If: (i) the Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Deadline, (ii) if the Shelf Registration Statement has not been declared effective by the SEC on or prior to the Effectiveness Deadline or (iii) on any state securities authority day after the Effective Date sales of all of the Transfer Restricted Securities required to be included on such Shelf Registration Statement cannot be made (other than during a Suspension Period pursuant to such Shelf Registration Statement (including, without limitation, because of a failure to keep such Shelf Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Shelf Registration Statement or to register a sufficient number of Warrant Shares)) (a "MAINTENANCE FAILURE", and each such event referred to in clauses (i), (ii) and (iii), a "REGISTRATION DEFAULT TRIGGER"), the Company shall pay to each Notice Holder during any period in which a Registration Default Trigger has occurred or is continuing (which remedy shall be exclusive of any stop orderother remedies available at law or in equity) an amount in cash equal to 2 percent (2%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Holder's Transfer Restricted Securities included in such Shelf Registration Statement on each of the following dates: (i) every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; (iii) every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2.1(e) are referred to herein as "REGISTRATION DEFAULT PAYMENTS." Registration Default Payments shall be paid on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Default Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Default Payments is cured. In the event the Company fails to make Registration Default Payments in a timely manner, injunction such Registration Default Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. No Registration Default Payment shall be required if prior to the Effectiveness Deadline the Transfer Restricted Securities are included in an Incidental Registration under Section 2.2. f. All of the Company's obligations (including, without limitation, the obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. g. Immediately upon the occurrence or the termination of a Registration Default Trigger, the Company shall give the Notice Holders, so long as any Warrants remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Warrants, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as the case may be (such notice to be contained in a certificate signed by the chief financial officer of the Company and detailing such event (the "OFFICER'S CERTIFICATE"), and prior to receipt of such Officer's Certificate, the Notice Holders shall be entitled to assume that no such commencement or termination has occurred. h. If the Shelf Registration Statement is on a form other order than Form S-3 or requirement suspending a successor form thereto then the Company shall use reasonable best efforts to convert the Shelf Registration Statement into a registration statement on Form S-3 or a successor form thereto, provided that the Company shall maintain the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained Shelf Registration Statement then in effect until such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective time as a result of which such shelf registration statement or Shelf Registration Statement on Form S-3 covering the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of Transfer Restricted Securities has been declared effective by the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company shall, no later than the Filing Date, file with the SEC a Shelf Registration Statement (the shelf registration statement on an appropriate form “Initial Shelf”) relating to the offer and sale of the Registrable Securities by the Investors from time to time to permit the sale of Registrable Securities by the Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the SPA and, thereafter, shall use its best efforts to cause the Initial Shelf to be declared effective under the Securities Act no later than ninety (which 90) calendar days following the date first filed with the SEC. None of the Company’s securityholders (other than the Investors) shall be on Form S-3 if have the right to include any Securities of the Company is then eligible to use Form S-3on the Initial Shelf. (b) covering the applicable For so long as either Investor holds any Registrable Securities, (ii) file amendments thereto the Company shall use its best efforts to maintain an effective Shelf Registration Statement registering all unsold Registrable Securities. Subject to Section 4.3, the Company shall use its best efforts to keep a Shelf Registration Statement continuously effective, supplemented and amended as warrantedrequired by the provisions of Section 4.3(i), (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the Prospectus forming a part thereof to be usable by the Investors until the date that the Investors no longer hold Registrable Securities (such period, the “Resale Period”). The Company shall be deemed not to have used its best efforts to keep a Shelf Registration Statement effective during the Resale Period if the Company voluntarily takes any action that would result in the Investors’ not being able to offer and sale sell any of such Registrable Securities in accordance under such Shelf Registration Statement during that period, unless such action is (x) required by applicable Laws and the Company thereafter promptly complies with the applicable plan requirements of distribution; Section 4.3 or (by) (i) within a reasonable time prior permitted pursuant to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request;Section 4.3. (c) use all reasonable efforts For the avoidance of doubt, nothing in this Agreement shall require the Company to cause the shelf registration statement and the related prospectus and any amendment undertake or supplement thereto, as otherwise support an underwritten offering of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) unless the Company determines to comply do so in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;its sole discretion. (d) notify each Holder as soon as reasonably practicableFor the avoidance of doubt, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing sale made pursuant to Rule 462 under the Securities Act, (ii) Initial Shelf shall be subject to the Orderly Sale Arrangement set forth in Section 9 of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeSPA.

Shelf Registration Statement. In connection with On or prior to the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this AgreementFiling Deadline, the Company will use commercially reasonable efforts to: (a) (i) shall prepare and file with the SEC Commission a Registration Statement covering the shelf registration statement resale of all of the Registrable Securities not previously covered by an existing and effective Registration Statement for an offering to be made on an appropriate form a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as approved by the Required Holders (which the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 F-1 or S-1 (or such shorter registration form as may then be available to the Company), as may then be applicable to the Company, and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section in a form to be agreed by the parties promptly after Closing. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company is then eligible that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a continuous basis as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use Form S-3) covering its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission to permit offers and sales of the Registrable SecuritiesSecurities pursuant to the Initial Registration Statement, or (ii) withdraw the Initial Registration Statement and file amendments thereto as warrantedone or more new registration statements (together, (iii) seek the effectiveness thereof as soon as practicable“New Registration Statement”), and (iv) file in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on the applicable form; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit Commission for the offer and sale registration of such all of the Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statementSEC Guidance, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partywithout limitation, the representations Compliance and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification Disclosure Interpretation 612.09 with respect to the suspension Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the qualification number of securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of securities to be registered on such Registration Statement will first be reduced by securities that are not Registrable Securities, and second by Registrable Securities for sale represented by holders of Warrant Shares (applied, in any jurisdiction or the initiation case that some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of any proceeding for unregistered Warrant Shares held by such purposeHolders), and third by Registrable Securities represented by holders of Conversion Shares (ivapplied, in the case that some Conversion Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Conversion Shares held by such Holders), and fourth by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares, Conversion Shares and Warrant Shares held by such Holders In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) of or (ii) above, the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits Company will use its commercially reasonable efforts to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence file with the Commission, as promptly as allowed by Commission or SEC or any state securities authority relating Guidance provided to the shelf Company or to registrants of securities in general, one or more registration statement or prospectus; statements on the applicable form (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force“Remainder Registration Statements”); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection (a) Subject to the other applicable provisions of this Agreement, beginning on the date that is 24 months after the date of this Agreement, one or more Holders (each, a “Demanding Holder”) with Registrable Securities shall have the right, by delivering written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the shelf registration statement provisions of the Securities Act the number of Registrable Securities owned by such Holders and requested by such Demand Notice to be filed so registered (a “Demand Registration”). Upon receipt of such Demand Notice, the Company will notify all Holders (other than the Demanding Holders) in writing and such Holders shall have the right to request that the Company include all or a portion of such Holder’s Registrable Securities in such Demand Registration by written notice delivered to the Company within five (5) calendar days after such notice is given by the Company. (b) Following receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to prepare and file as soon as reasonably practicable an Initial Shelf Registration Statement on Form S-3 covering the Registrable Securities for resale by the Holders so requesting in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a1.1(a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 except if the Company is not then eligible to use register for resale the Registrable Securities on a Registration Statement on Form S-3) covering , then such registration shall be on another appropriate form and shall provide for the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the applicable plan Holders of distribution; (b) (i) within a reasonable time prior to the filing Majority of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewithRegistrable Securities covered thereby), provide copies of and shall use its commercially reasonable efforts to cause such documents Initial Shelf Registration Statement to be declared effective by the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to SEC as promptly as is reasonably practicable after the filing thereof as (it being agreed that the counsel Initial Shelf Registration Statement shall be an automatic shelf Registration Statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Holders may request;Company). (c) use all reasonable efforts Each Holder shall be limited to cause the shelf registration statement three Demand Registrations under this Section 1.1 in any twelve-month period, and the related prospectus and any amendment or supplement thereto, as of Company shall not be obligated to file more than one Registration Statement within 120 days after the effective date of such registration statementany Registration Statement filed by the Company; provided, amendment or supplement and during however, that any Demand Registration shall not count towards this limit if the distribution Registration Statement that is the subject of the registered Registrable Securities Demand Registration (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) has not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become been declared effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending (y) is not maintained effective for the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby period required pursuant to Section 1.2 (unless such Registration Statement again becomes effective or a Subsequent Registration Statement becomes effective, in either case, in compliance with Section 1.3), it being understood that the occurrence of an event described in clause (x) or (y) shall not have any agreement effect on the Company’s obligation to which pay Registration Expenses pursuant to Section 2.3; and provided further, that the Company is a party, the representations and warranties of the Company contained in such agreement cease to shall not be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders effectuate a Demand Registration if an earnings statement effective Registration Statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timesuch shares is on file.

Shelf Registration Statement. In connection (a) As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to be filed such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. 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, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with Section 2.1 of this Agreementthe terms hereof, the Company will use commercially reasonable efforts to: (a) (i) and shall prepare and file with the SEC Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the shelf registration statement on an appropriate form (which shall be on Form S-3 if provisions of the Company is then eligible to use Form S-3) covering the applicable Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the transferees of the Initial Stockholders, (ii) file amendments thereto as warranted, the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Former MetroMile Stockholders or the transferees of the Former MetroMile Stockholders or (iii) seek Cantor or its designees (the effectiveness thereof as soon “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (ivy) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in accordance with such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the Shelf Registration Statement is an automatic shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such shelf registration statement or post-effective amendment is not automatically effective upon filing Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to Rule 462 under the Securities Act, (iithis subsection 2.1.1(b) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of the qualification Cantor; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities for sale requested by the Demanding Holders to be registered on behalf of the Demanding Holders in any jurisdiction or such Shelf Underwriting have been sold; and provided, further, that the initiation number of any proceeding Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such purposeDemanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, and if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (ivcollectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the happening Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of any event during record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the period the shelf registration statement is effective as a result of which Demanding Holder requesting such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits Underwritten Block Trade shall use commercially reasonable efforts to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence work with the SEC or any state securities authority relating Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeUnderwritten Block Trade.

Shelf Registration Statement. In connection The Operating Partnership and the Partnership shall file with the shelf registration statement Commission a Registration Statement for an offering to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) made on a continuous basis pursuant to Rule 415 covering (i) prepare all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes as to which Section 2(c)(ii)(D) is applicable (the "Shelf Registration Statement"). The Operating Partnership and the Partnership shall use their respective reasonable efforts to file with the SEC Commission the shelf registration statement Shelf Registration Statement as soon as practicable and in any event on an appropriate form (which or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale or another appropriate form permitting registration of such Registrable Securities for resale by Holders in accordance with the applicable plan of distribution; manner or manners designated by them (b) (i) within a reasonable time prior but not including any underwritten offerings). The Operating Partnership and the Partnership shall not permit any securities other than the Registrable Securities to be included in the filing of Shelf Registration Statement. The Operating Partnership and the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and Partnership shall use their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all respective reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act on or prior to the date that is 180 days after delivery of the Shelf Notice and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is two years from the Closing Date (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact such shorter restrictive period as may be required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the 144(k)) or such shorter period ending when all Registrable Securities Act, (ii) of the issuance covered by the SEC Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in all material respects or if respect of the Company receives any notification with respect Shelf Registration Statement shall be extended to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact extent required to be stated therein or necessary permit dealers to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence comply with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations prospectus delivery requirements of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of Rule 174 under the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeas otherwise provided herein.

Shelf Registration Statement. In connection with As promptly as practicable after the Closing Date but in no event more than 21 days thereafter, the Company shall, at its sole expense, use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Entities necessary or advisable in order to include all Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) in the Company’s existing Form S-3 shelf registration statement to be filed by on file with the Company SEC (File No. 333-165016) (the “Shelf Registration Agreement”). Upon receipt of the necessary approvals described in accordance with Section 2.1 of this Agreementthe preceding sentence (if any are needed), the Company shall as soon as practicable file a post-effective amendment to the Shelf Registration Statement to register the resale of the Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) not already registered thereby, or will file a new shelf registration statement, to register the resale of such Shares not already registered thereby, and in each case will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the to cause any such shelf registration statement on an appropriate form (which shall be on Form S-3 if either the Company is then eligible post-effective amendment to use Form S-3the Shelf Registration Statement, or the new shelf registration statement) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof to become effective as soon as practicable. For the avoidance of doubt, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order post-effective amendment to permit Shelf Registration Statement or the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the new shelf registration statement, any prospectusas applicable, any amendment and the rights and obligations of the Series A Holders and the Company with respect thereto, shall continue to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents be subject to the selling Holders terms and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as conditions of Section 10 of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeInvestment Agreement.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the (a) The Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts toshall: (a) (i) as promptly as practicable, but in any event not later than 30 days, after the Closing Date (the “Filing Date”), prepare and file with the SEC a “Shelf” Registration Statement (the shelf registration statement “Shelf Registration Statement”) covering the resale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, to be made on an appropriate form (which a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to use register for resale the Registrable Securities on Form S-3) covering S−3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the applicable Registrable Securities), as modified by the Company as necessary to conform to comments from the SEC; (ii) file amendments thereto use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the 1933 Act as warrantedpromptly as possible after the filing thereof, but in any event prior to the 90th day (or the 120th day in the case of a “full review” by the SEC) after the Closing Date (the “Effectiveness Date”); (iii) seek within two Business Days after the Shelf Registration Statement is declared effective, file a final Prospectus with the SEC pursuant to Rule 424 and notify the Holders via facsimile of effectiveness thereof as soon as practicable, and of the Shelf Registration Statement; (iv) file with use its reasonable best efforts to keep the SEC prospectuses and prospectus supplements Shelf Registration Statement continuously effective under the 1933 Act until such time as all Registrable Securities covered by such Registration Statement have been sold, or may be required and as reasonably necessary in order sold without volume restrictions pursuant to permit Rule 144 under the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus 1933 Act or any free writing prospectus (in each case including all exhibits filed therewith)other rule of similar effect, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders may request(the “Effectiveness Period”); (cv) use during the Effectiveness Period, furnish to each Holder with respect to the Registrable Securities registered under the Shelf Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of Prospectuses and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of all reasonable efforts or any of the Registrable Securities by such Holder; (vi) during the Effectiveness Period, notify each holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to cause be delivered under the shelf registration statement and 1933 Act of the related happening of any event as a result of which the prospectus and any amendment or supplement theretoincluded in such Registration Statement, as of the effective date of such registration statementthen in effect, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;misleading in light of the circumstances then existing; and (dvii) notify each Holder as soon as reasonably practicablefile documents required of the Company for normal Blue Sky clearance in states specified in writing by any Holder; provided that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (b) From the date hereof until the date the Shelf Registration Statement is declared effective under the 1933 Act, andthe Company shall not file, if requested by such Holdernor permit the filing of, confirm such advice in writing, any Registration Statement other than (i) when the shelf registration statement has become effective Shelf Registration Statement and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification Registration Statement on Form S-8 with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeStock Plans.

Shelf Registration Statement. In connection with From and after the shelf registration statement to be filed by the Company in accordance with Section 2.1 date of this AgreementAgreement and subject to Section 4.3 and the cutback provisions of Section 4.2(e) (if applicable), the Company will use commercially reasonable efforts to: shall, upon request of the Investor, as promptly as reasonably practicable (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (ivbut in any event within 60 days of such request) file with the SEC prospectuses and prospectus supplements as may a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering the resale of all of the Eligible Securities (the “Shelf Registration Statement”). The Shelf Registration Statement shall be on the appropriate form permitting registration of such Eligible Securities for resale by the Investor in the manner or manners designated by it (including, without limitation, one or more underwritten offerings). The Company will notify the Investor when such Shelf Registration Statement has become effective. The Company shall not be required and to maintain in effect more than one shelf registration at any one time pursuant to this Section 3.1(a). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Company is eligible to file an automatically effective shelf registration statement, any prospectus, any amendment and to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to keep the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Shelf Registration Statement continuously effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act until the date (including “Effectiveness Period”) when all Eligible Securities covered by the rules Shelf Registration Statement have been sold in the manner set forth and regulations promulgated thereunder) and (y) as contemplated in the Shelf Registration Statement; provided, that the Company shall not be obligated to contain file any untrue such registration statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective Investor proposes to sell Eligible Securities and when such other securities (if any) at an aggregate price to the public (net of any post-effective amendments underwriters’ discounts or commissions) of less than $25 million and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) the Investor proposes to sell less than 7.43% of the issuance by Eligible Securities then outstanding. For the SEC or any state securities authority avoidance of any stop orderdoubt, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby registrations effected pursuant to any agreement this this Section 3.1(a) shall not be counted as demands for registration or registrations effected pursuant to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force2.1(b); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection (a) If the Company is then a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) or otherwise eligible to offer securities under or file with automatic effectiveness, the Company shall file, as promptly as reasonably practicable following the Closing Date (which, for the avoidance of doubt, shall be within five (5) Business Days following the Closing Date, assuming each Holder has timely provided the Requested Information pursuant to Section 1.8(a) below), a registration statement on Form S-3 or any successor form thereto (“Form S-3”) providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Holders and including a plan and method of distribution substantially in the form of Exhibit A hereto. If the Company is not expected to be filed a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the Closing Date, then, subject to the availability of a registration statement on Form S-3 to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Shelf Registration Statement relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount and including a plan and method of distribution substantially in the form of Exhibit A. For the avoidance of doubt, the Company may satisfy its obligations with respect to the filing of a Shelf Registration Statement by filing with the Commission and providing the Demand Stockholders with a prospectus supplement under a “universal” or other shelf registration statement of the Company that also registers sales of securities for the account of the Company or other holders (provided, for the avoidance of doubt, that the Company shall comply with all of its other obligations under this Agreement with respect to a Shelf Registration Statement, including Section 1.3(c)), it being agreed that, if available, the Company shall file such a prospectus supplement in lieu of a new Shelf Registration Statement, unless the Company and the Demand Stockholders otherwise agree. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 1.3(a), the Company will deliver written notice thereof to all Other Holders. Each Other Holder may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with this Agreement and the plan and method of distribution set forth in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such Holder of Registrable Securities. (c) Subject to Section 2.1 1.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company is then eligible shall deliver to use Form S-3) covering such Holders a certificate signed by the applicable chief executive officer, the chief financial officer or the general counsel of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, (ii) file amendments thereto the Company to the extent necessary shall as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and promptly as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within practicable prepare a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, post-effective amendment or supplement to a prospectus the Shelf Registration Statement or the prospectus, or any free writing prospectus (in each case including all exhibits filed therewith)document incorporated therein by reference, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in or file any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement theretoother required document so that, as thereafter delivered to purchasers of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;. The Company shall promptly provide written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement of the expiration of any Blackout Period. (de) notify each Holder as soon as reasonably practicable, andAt any time that a Shelf Registration Statement is effective, if requested one or more Demand Stockholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demand Stockholder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), the Company shall promptly, and in a manner reasonably agreed with such Demand Stockholder(s) amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with (x) a Non-Marketed Underwritten Shelf Offering that will be completed prior to the one (1) year anniversary of the Closing Date or (y) a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by such Holder, confirm such advice in writing, any Other Holders pursuant to this Section 1.3). The Demand Stockholders shall have the right to request only a total of four (4) Shelf Offerings pursuant to this Section 1.3(e) and (i) when any Marketed Underwritten Shelf Offering shall be subject to the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective provisions of Section 1.1(e)(ii) as if such shelf registration statement or postUnderwritten Shelf Offering were a Demand Registration and (ii) the Demand Stockholders cannot effect any Non-effective amendment is not automatically effective upon filing pursuant Marketed Underwritten Shelf Offering within 30 days of any other Underwritten Shelf Offering. (f) Except as provided in the immediately succeeding sentence, the right of the Other Holders to offer and sell Registrable Securities registered on a Shelf Registration Statement shall be limited to sales by such Other Holders in transactions satisfying the requirements of Rule 462 144(f) under the Securities Act. For the avoidance of doubt, (ii) of no Other Holders will be entitled to participate in Shelf Offerings unless the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant Demand Stockholders determine otherwise in a written notice delivered to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); andOther Holders. (g) obtain For the withdrawal avoidance of doubt, any order suspending the effectiveness of the shelf registration statement at the earliest possible timeShelf Offering will be subject to Sections 1.1(g) and (h).

Shelf Registration Statement. In connection with (a) Not later than November 5, 2021 (the shelf registration statement “Filing Deadline”), PTMN shall file a Registration Statement on Form N-2 covering the resale of all of the Shares by Sellers on a delayed or continuous basis (the “Form N-2 Shelf”). (b) Subject to be filed by the Company in accordance with Section 2.1 terms of this Agreement, the Company will shall use its commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Form N-2 Shelf to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act no later than the 45th calendar day following the Filing Deadline, and shall use its reasonable efforts to keep such Form N-2 Shelf continuously effective under the Securities Act until the date that all Shares covered by such Registration Statement have been disposed by Sellers or until such time as all such Shares can be sold pursuant to Rule 144 under the Securities Act without volume or manner of sale restrictions thereunder. (c) PTMN shall notify Sellers by e-mail of the effectiveness of the Form N-2 Shelf on the same Business Day that PTMN telephonically confirms effectiveness with the SEC. PTMN shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Form N-2 Shelf shall provide for permitted means of disposition of the Shares, including agented transactions, sales directly into the rules market, and regulations promulgated thereunderpurchases or sales by brokers. Notwithstanding any other provision contained herein, PMTN shall have the right but not the obligation to suspend the use by Sellers of the Form N-2 Shelf for a period of up to 45 days: (i) if an event occurs as a result of which the Form N-2 Shelf and (y) not to contain any related prospectus as then supplemented would include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Form N-2 Shelf, file a new registration statement or supplement any related prospectus to comply with the Securities Act or the rules thereunder; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the upon issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any stop order suspending the effectiveness of any Form N-2 Shelf or the shelf initiation of legal proceedings with respect to such Form N-2 Shelf under Section 8(d) or 8(e) of the Securities Act; (iii) if PTMN believes that any such registration statement or offering (A) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of PTMN or (B) would require PTMN, under applicable securities laws and other laws, to make disclosure of material, non-public information that would not otherwise be required to be disclosed at that time and PTMN believes in good faith that such disclosures at that time would not be in PTMN’s best interests; (iv) PTMN elects at such time to offer its equity securities to (A) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (B) meet rating agency and other capital funding requirements; or (v) if PTMN is pursuing a primary underwritten offering of Common Stock pursuant to a Registration Statement (any such period contemplated by (i)-(v), a “Suspension Period”). In no event shall PTMN declare a Suspension Period more than four times in any 12-month period or for more than an aggregate of 75 days in any 12-month period. PTMN shall give written notice to Sellers of its declaration of a Suspension Period and of the earliest possible expiration of the relevant Suspension Period. PTMN may require Sellers to furnish to PTMN such information regarding the distribution of the Shares and such other information relating to Sellers and its ownership of the Shares as PTMN may from time-to-time reasonably request in writing (provided that such information shall be used only in connection with such registration). Sellers agree to furnish such information to PTMN and to cooperate with PTMN as reasonably necessary to enable PTMN to comply with the provisions of this Section 9.3. All expenses incurred in connection with Form N-2 Shelf or registered offering covering the Shares, including all registration and filing fees, printing expenses, the fees and expenses of the independent certified public accountants, the fees and expenses of PTMN’s legal counsel and transfer agent’s fees, will be borne by PTMN. However, the fees and expenses of any attorneys for Sellers in connection with the Form N-2 Shelf and underwriters’, brokers’ and dealers’ discounts and commissions applicable to Shares sold for the account of Sellers (and any Taxes related thereto) will be borne by Sellers.

Shelf Registration Statement. In connection (a) On or before May 15, 2008 or, if the Company is not then eligible to use SEC Form S-3 to register under the Securities Act the offer and sale by the Stockholders of all Registrable Common Shares, as soon as reasonably practicable after the Company becomes so eligible, the Company shall file with the shelf SEC a Shelf Registration Statement relating to the offer and sale, by the Stockholders from time to time, of the Registrable Common Shares, and shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after filing. Notwithstanding any provision of this Agreement to the contrary, the Company shall not have any obligation pursuant to this Section 3 to file with the SEC any registration statement on any SEC form other than SEC Form S-3. The Company shall promptly notify each Stockholder of the date on which the Shelf Registration Statement is declared effective. (b) Notwithstanding Section 9(a) or any other provision of this Agreement to be filed by the contrary, the Company shall not be obligated to use commercially reasonable or other efforts to maintain the effectiveness of the Shelf Registration Statement after the effective date thereof on any SEC form other than SEC Form S-3. (c) The Shelf Registration Statement shall cover the offering and sale of the Registrable Common Shares only in accordance with Section 2.1 the methods of distribution described in Exhibit A attached to this Agreement (the “Plan of Distribution”), which shall be included in the Prospectus forming part of the Shelf Registration Statement, provided that, notwithstanding the foregoing or any contrary provision of this Agreement, no Stockholder may effect an Underwritten Offering of Registrable Common Shares pursuant to the Company will use commercially reasonable efforts to:Shelf Registration Statement, other than as permitted in the Company’s discretion in accordance with the proviso in Section 4(b). (ad) The respective rights of the Fidelity Stockholder, on the one hand, and of the Wayzata Stockholder, on the other hand, to cause its Registrable Common Shares to be registered or to sell its Registrable Common Shares pursuant to the Shelf Registration Statement shall terminate upon the earliest to occur of (i) prepare and file with the SEC 15-month anniversary of the shelf registration statement on an appropriate form Closing Date (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities“Shelf Termination Date”), (ii) file amendments thereto the date that is 90 days following the date on which the Fidelity Stockholder or the Wayzata Stockholder, as warrantedthe case may be, ceases to beneficially own Registrable Common Shares representing at least 50% of the Registrable Common Shares issued to the Fidelity Stockholder or the Wayzata Stockholder, as applicable, pursuant to the Merger, and (iii) seek the effectiveness thereof as soon as practicabledate on which the Fidelity Stockholder or the Wayzata Stockholder, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel case may be, otherwise is eligible to sell all of its Registrable Common Shares within any three-month period without limitation by the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as volume restrictions of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 144 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) Subject to the shelf terms and conditions hereof, the Company shall file as soon as reasonably practicable after the date hereof, but in no event later than 30 days after such date, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a registration statement on Form S-3 or, if such form is not available to the Company, Form S-1, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (a “Qualified Registration Statement”) relating to the offer and sale, from time to time, of 9,898,508 Registrable Securities (such number of securities, the “Initial Registered Amount” and such initial registration statement, the “Initial Shelf Registration Statement”). The Company shall file (i) up to two subsequent Qualified Registration Statements for each 3,959,403 of Registrable Securities that have vested above the Initial Registered Amount promptly following the date of such vesting (but in no event later than 30 days after the date of such vesting) and (ii) one Qualified Registration Statement for all Registrable Securities that were not included in the Initial Shelf Registration Statement or on a previously filed Qualified Registration Statement promptly following the date that an aggregate of 19,797,016 Registrable Securities have vested (but in no event later than 30 days after the date of such vesting), and in each of (i) and (ii) the Company shall use commercially reasonable efforts to cause the applicable registration statement to be declared effective by the Commission as soon as reasonably practicable after such filing date. (b) In addition to the provisions of Section 6.1(a), the Company shall file as soon as reasonably practicable after the date of receiving a Filing Request from a Holder (the “Initiating Holder”), but in no event later than 30 days after such date, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Qualified Registration Statement relating to the offer and sale, from time to time, of a number of Registrable Securities set forth in the Filing Request (each such Qualified Registration Statement, a “Demand Registration Statement”); provided, however, that the Registrable Securities set forth in the Filing Request consist of Warrant Shares vested as of the date of such Filing Request that have not been included on a previously filed Qualified Registration Statement; provided, further, that the Company shall not be required to file more than [ * * * ] Demand Registration Statements under this Section 6.1(b). If the Initiating Holder intends to distribute the Registrable Securities covered by its Filing Request by means of an underwriting, the Initiating Holder shall so advise the Company in its Filing Request. (c) Subject to Section 6.1(d), the Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in such Shelf Registration Statement. In furtherance thereof, the Company shall indemnify Amazon for the amount equal to (i) the sum of (A) the number of vested Warrant Shares exercisable as of the last trading day immediately prior to the date on which the Shelf Registration Statement ceases to be effective (as used in this Section 2.1 6.1(c), the “Last Compliant Day”) plus (B) the number of Warrant Shares previously exercised and issued to Amazon and held by Amazon as of the Last Compliant Day, multiplied by (i) the difference of (A) the per Warrant Share closing price on the Last Compliant Day minus (B) the per Warrant Share opening price on the Sale Date (as defined below); provided that (1) this indemnity shall only apply to such shares that are sold within 10 trading days of the Threshold Date (as defined below) (each such date of sale, for purposes of this Section 6.1(c), a “Sale Date”), and (2) indemnification shall be available only if the Shelf Registration Statement does not again become available within 15 days of ceasing to be effective and the unavailability of the Shelf Registration Statement is not due to a change of accounting policy by the Commission that is broadly applicable to those companies that are the result of a merger that resulted in a ‘de-SPAC’ing’ transaction. For purposes of this Section 6.1(c), the “Threshold Date” shall be the first day of trading after the Shelf Registration Statement becomes effective again. In calculating the indemnification amount under the preceding paragraph, the number of shares to be compensated for shall be deemed increased proportional to the decrease in the volume weighted average price (VWAP) used in calculating a Cashless Exercise issuance, if any, between the date of the Last Compliant Day and the date of each (if any) exercises prior to 10 trading days after the Threshold Date, in order to account for any resulting decrease of issued shares upon a Cashless Exercise. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing written notice to the Holders that any Shelf Registration Statement or the prospectus therein contains a Misstatement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under such Shelf Registration Statement until he, she or it has received copies of a supplemented or amended prospectus correcting the Misstatement (it being understood that the Company is then eligible to use Form S-3hereby covenants to, as soon as practicable after the time of such notice, but in no event later than ten (10) covering the applicable days following such notice, and without any further request from a Holder of Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within prepare a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, post-effective amendment or supplement to a prospectus any Shelf Registration Statement or the prospectus, or any free writing document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include a Misstatement). If the filing, initial effectiveness or continued use of any Shelf Registration Statement in respect of any applicable registration at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, including a certificate signed by either the Chief Executive Officer or the principal financial officer of the Company certifying the existence of Adverse Disclosure in good faith, delay the filing or initial effectiveness of, or suspend use of, such Shelf Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in each case including all exhibits filed therewithgood faith by the Company to be necessary for such purpose. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 6.1(d). Upon notice by the Company pursuant to the first two sentences of this Section 6.1(d), provide copies each of the Holders covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and promptly halt any offer, sale, trading, or other Transfer by it or any of its Affiliates of any Registrable Securities and promptly halt any use, publication, dissemination, or distribution of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related Shelf Registration Statement, each prospectus included therein, and any amendment or supplement theretothereto by it and any of its Affiliates until, as of the effective date of such registration statementcase may be, amendment the applicable prospectus is supplemented or supplement and during amended to correct the distribution of Misstatement or the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicablethirty day period has elapsed, and, if requested so directed in writing by the Company, will deliver to the Company any copies then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) At any time that a Shelf Registration Statement is effective, confirm if any Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing Registrable Securities to be distributed pursuant to Rule 462 under the Securities ActShelf Offering. Notwithstanding any other provision of this Agreement, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or no other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale holders of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained shall be entitled to receive any notice of or have its securities included in any such agreement cease to be true and correct in all material respects or if Shelf Offering, including any block sale off of such Shelf Registration Statement. (f) Any time that a Shelf Offering involves a marketed underwritten Shelf Offering, the Company receives any notification shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the suspension offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for applicable Holder (such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required acceptance not to be stated therein unreasonably withheld, conditioned, or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcedelayed); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by Shelf Registration Statement, the Company and the Guarantor shall: (i) (x) comply with all the provisions of Section 6(c) below and (y) use their respective best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with Section 2.1 the intended method or methods of this Agreement, distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantor will use commercially reasonable efforts to: (a) (i) as expeditiously as possible prepare and file with the SEC Commission a Shelf Registration Statement relating to the shelf registration statement on an any appropriate form (under the Act, which form shall be on Form S-3 if available for the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable the Transfer Restricted Securities in accordance with the applicable plan intended method or methods of distributiondistribution thereof within the time periods and otherwise in accordance with the provisions hereof; (bii) issue, upon the request of any purchaser of Series A Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series B Notes having an aggregate principal amount equal to the aggregate principal amount of Series A Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation in exchange for such Series B Notes; the Company shall register Series B Notes on the Shelf Registration Statement for this purpose and issue the Series B Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate; (iiii) furnish to each participating Holder, before filing with the Commission, copies (in the form in which it is proposed to be filed) of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within a reasonable time five Business Days after the receipt thereof; and (iv) promptly prior to the filing of the shelf registration statement, any prospectus, any amendment document that is to be incorporated by reference into a registration statement, amendment Shelf Registration Statement or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)Prospectus, provide copies of such documents document to each Holder, make the selling Holders Company's and their counsel; the Guarantor's representatives available for discussion of such document and fairly consider other customary due diligence matters, and include such reasonable changes information in any such documents document prior to the filing thereof as the counsel to the such Holders may reasonably request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection (a) The Company: (A) shall cause to be filed with the SEC, on or before October 22, 2000, a shelf registration statement to be filed by (the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a"Shelf Registration ------------------ Statement") (i) prepare and file with the SEC the shelf registration statement on an appropriate form under the Securities Act, relating solely to --------- the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (which B) shall be on Form S-3 if use its best efforts to have such Shelf Registration declared effective by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof SEC as soon as practicablepracticable thereafter, but in no event later than December 15, 2000; provided, however, that no Holder (other than the Initial -------- ------- Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary amended in order to permit the offer Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the date on which all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration ------------------ Period"); provided, however, that prior to the termination of such Shelf ------ -------- ------- Registration, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (i) an opinion, in form and sale substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities in accordance with are freely saleable pursuant to Rule 144(k) under the applicable plan Securities Act (or any successor provision having similar effect) without any volume, manner of distribution; sale or other restrictions or (bii) (i) within a reasonable time prior to "No-Action Letter" from the filing staff of the shelf SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of unless such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request;action is required by applicable law. (c) use If at any time the Majority Holders request in writing that all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification part of the Registrable Securities for sale in any jurisdiction or covered by the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement Shelf Registration Statement be offered by means of a material fact or omits to state any material fact required firm commitment Underwritten Offering, the Company shall cause to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence filed with the SEC as soon as practicable any necessary or any state securities authority relating appropriate supplement to the shelf Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration statement or prospectus; shall be selected by the Company, subject to the approval of such Majority Holders (f) comply with all applicable rules and regulations of the SEC, including making available such approval not to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcebe unreasonably withheld); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with Not later than thirty (30) days after the shelf registration statement to be filed by Closing Date (such 30th day, the Company in accordance with Section 2.1 of this Agreement“Required Filing Date”), the Company will use commercially reasonable efforts to: (a) (i) prepare and shall file with the SEC the shelf a registration statement on an appropriate Form S-1 (or any successor form (which thereto), subject to Section 3.5, with respect to the resale, from time to time, on a continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities held by the Holders. The Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex A. The disposition of Registrable Securities from the Registration Statement may occur, at any time, in one or more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be on Form S-3 if specified in the Plan of Distribution or by the applicable Holders. Notwithstanding the registration obligations set forth in this Section 3.1, in the event the SEC informs the Company is then eligible that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use Form S-3) covering its commercially reasonable efforts to file amendments to the applicable Registrable Securities, initial Registration Statement as required by the SEC and/or (ii) withdraw the initial Registration Statement and file amendments thereto a new Registration Statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC as warranteda secondary offering on a single registration statement; provided, (iii) seek however, that prior to filing such amendment or new Registration Statement, the effectiveness thereof as soon as practicable, and (iv) file Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit for the offer and sale registration of such all of the Registrable Securities in accordance with the applicable plan SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of distribution; this Agreement and subject to the payment of Event Payments in Section 3.3, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (b) and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the shares of Common Stock to be included by any Person other than a Holder; second, the Company shall reduce or eliminate any shares of Common Stock to be included by any Affiliate of the Company; and third, the Company shall reduce the number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. In the event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) within a reasonable time prior to or (ii) above, the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) Company will use all its commercially reasonable efforts to cause file with the shelf registration statement and the related prospectus and any amendment or supplement theretoSEC, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder promptly as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance allowed by the SEC or any state SEC Guidance provided to the Company or to registrants of securities authority of any stop orderin general, injunction one or other order or requirement suspending more Registration Statements on such form available to the effectiveness of Company to register for resale those Registrable Securities that were not registered for resale on the shelf registration statement initial Registration Statement, as amended, or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to new Registration Statement. No Holder shall be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale named as an “underwriter” in any jurisdiction or the initiation of any proceeding for Registration Statement without such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeHolder’s prior written consent.

Shelf Registration Statement. In connection (a) As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to be filed such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. 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, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with Section 2.1 of this Agreementthe terms hereof, the Company will use commercially reasonable efforts to: (a) (i) and shall prepare and file with the SEC Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the shelf registration statement on an appropriate form (which shall be on Form S-3 if provisions of the Company is then eligible to use Form S-3) covering the applicable Securities Act until such time as there are no longer any Registrable Securities. ​ (b) Subject to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the transferees of the Initial Stockholders, (ii) file amendments thereto as warranted, the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Former MetroMile Stockholders or the transferees of the Former MetroMile Stockholders or (iii) seek Cantor or its designees (the effectiveness thereof as soon “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (ivy) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in accordance with such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the Shelf Registration Statement is an automatic shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such shelf registration statement or post-effective amendment is not automatically effective upon filing Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to Rule 462 under the Securities Act, (iithis subsection 2.1.1(b) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of the qualification Cantor; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities for sale requested by the Demanding Holders to be registered on behalf of the Demanding Holders in any jurisdiction or such Shelf Underwriting have been sold; and provided, further, that the initiation number of any proceeding Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such purposeDemanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, and if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (ivcollectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the happening Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of any event during record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the period the shelf registration statement is effective as a result of which Demanding Holder requesting such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits Underwritten Block Trade shall use commercially reasonable efforts to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence work with the SEC or any state securities authority relating Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.Underwritten Block Trade. ​

Shelf Registration Statement. In connection The Company agrees that, as soon as reasonably practicable within thirty (30) calendar days, but no later than forty-five (45) calendar days following the Merger Closing Date (the “Filing Date”), the Company will file with the shelf Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Acquired Shares and the Shares to be filed acquired by investors pursuant to the Other Subscription Agreements (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the Filing Date (or the 90th calendar day if the Commission notifies the Company (orally or in writing) that it will “review” the Registration Statement) and (ii) the 10th Business Day after the date the Company is notified (orally or in writing) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations and (ii) if the Subscriber fails to provide the Company with any information requested by the Company that is required to be provided in such Registration Statement with respect to the Subscriber, then, for purposes of this Section, the Filing Date or Effectiveness Date, as applicable, shall be extended two (2) Business Days following the date of receipt by the Company of such requested and required information from the Subscriber; provided, further, that the Company’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Company to effect the registration of the resale of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement in accordance with Section 2.1 of this Agreement5(c). In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing from including any or all of the shelf registration statement, any prospectus, any amendment Acquired Shares proposed to a registration statement, amendment or supplement be registered for resale under the Registration Statement due to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies limitations on the use of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements Rule 415 of the Securities Act (including for the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement resale of a material fact the Acquired Shares by the applicable shareholders or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writingotherwise, (i) when such Registration Statement shall register for resale such number of Acquired Shares which is equal to the shelf registration statement has become effective maximum number of Acquired Shares as is permitted by the Commission and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) the number of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease Acquired Shares to be true and correct registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all material respects or such selling shareholders. Following the Effectiveness Date, if the Company receives any notification with respect transfer restrictions as set forth on Exhibit A to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact this Subscription Agreement are no longer required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of by the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain applicable state securities laws, upon request of Subscriber, the withdrawal of any order suspending Company shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the effectiveness of the shelf registration statement at the earliest possible timeTransfer Agent.

Shelf Registration Statement. In connection with (a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by any holder of Registrable Securities. (b) Within five (5) days after receipt of a Shelf Notice pursuant to be filed by Section 4.3(a), the Company will deliver written notice thereof to all holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within five (5) days after the Shelf Notice is given by the Company. (c) Subject to Section 2.1 4.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement, or any renewal Shelf Registration Statement upon the expiration of the prior Shelf Registration Statement, continuously effective until the earlier of (i) three (3) years after the initial Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to Section 6.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 entitled, from time to time, by providing written notice to any holder of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holder of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Stockholders and ▇▇▇▇, a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay or, if the Company is then eligible unable to provide an approximation of the anticipated delay, a certification that the Company is unable to provide an approximation of the anticipated delay. During such Blackout Period, holders of Registrable Securities who elected to participate in the Shelf Registration Statement agree to suspend use Form S-3) covering of the applicable prospectus or any Free Writing Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, (ii) file amendments thereto upon distribution of the written notice referred to above. After the termination of the Blackout Period and without any further request from a holder of Registrable Securities, the Company shall, to the extent necessary, as warranted, (iii) seek the effectiveness thereof promptly as soon as reasonably practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order supplement, make amendments to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within or prepare a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, post-effective amendment or supplement to a prospectus the Shelf Registration Statement or the prospectus, or any free writing prospectus (in each case including all exhibits filed therewith)document incorporated therein by reference, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in or any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and Free Writing Prospectus or file any amendment or supplement theretoother required document so that, as thereafter delivered to purchasers of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;. (e) furnish Holders with copies of At any correspondence with the SEC or time that a Shelf Registration Statement is effective, if any state securities authority relating Demand Stockholder delivers a notice to the shelf registration statement Company (a “Take-Down Notice”) stating that it intends to sell all or prospectuspart of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering: (i) the Company shall within three (3) Business Days send the Take-Down Notice to any holder of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in such Underwritten Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within three (3) days after distribution of the Take-Down Notice by the Company; (fii) comply with all applicable rules and regulations the Company shall not be required to include the Registrable Securities of a holder in such Underwritten Offering unless (A) such holder accepts the terms of the SECunderwriting as agreed upon between the Demand Stockholder and the lead managing underwriter(s), including making available to its security holders an earnings statement covering at least 12 months which shall satisfy and (B) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements, lock-up letters and any other documents reasonably required under the provisions terms of Section 11(a) of such arrangements within the Securities Act timeframes reasonably required by the Company and Rule 158 thereunder (or any similar provision then in forcethe lead managing underwriter(s); and (giii) obtain if the withdrawal lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of any order suspending the effectiveness all of the shelf registration statement at securities sought to be sold in connection with such Underwritten Offering would adversely affect the earliest possible timesuccess thereof, then there shall be included in such Underwritten Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Shelf Offering that is an Underwritten Offering where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an electronic road show) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”) shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 4.1(g).

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company agrees to file with the SEC as soon as reasonably practicable after the shelf registration statement Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an appropriate form offering to be made on a continuous basis pursuant to Rule 415 covering all of the Preferred Stock constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (which such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 if under the Securities Act or another appropriate form selected by the Company is then eligible permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold (including, without limitation, up to use Form S-3) covering three underwritten offerings). The Company shall not permit any securities other than the applicable Registrable Transfer Restricted Securities to be included in any Shelf Registration Statement (except in the case of any underwritten offering of Common Stock which constitutes Transfer Restricted Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may Company shall be required and as reasonably necessary in order entitled to permit shares of Common Stock held by ALZA Corporation in compliance with registration rights granted to ALZA Corporation by the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewithCompany), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) . The Company shall use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the each Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) pursuant to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when practicable following the shelf registration statement has become filing thereof and to keep each Shelf Registration Statement continuously effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) Act for two years after the date on which all of the issuance by the SEC or any state securities authority shares of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, Preferred Stock are sold (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby including those sold pursuant to any agreement the over-allotment option granted to which the Company is a partyPurchasers in the Purchase Agreement) to the Purchasers (subject to extensions pursuant to Sections 2(d) and 2(e) hereof) (the "Effectiveness Period"), the representations and warranties of the Company contained in or such agreement shorter period ending when there cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Transfer Restricted Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeoutstanding.

Shelf Registration Statement. In connection 1.1 As soon as practicable following the Effective Date, but in no event more than 30 days thereafter, the Company shall use reasonable best efforts to file with the shelf registration statement Commission a Shelf Registration Statement on Form S-1 (as may be amended from time to time, the “Initial S-1 Shelf”) and shall include in the Initial S-1 Shelf the Registrable Securities of each Holder who shall have timely requested inclusion therein of some or all of its Registrable Securities by written notice to the Company. The Company shall use its reasonable best efforts to have the Initial S-1 Shelf declared effective by the Commission as soon as reasonably practicable after the Company files the Initial S-1 Shelf but no later than the fifth Business Day following the date on which the Commission informs the Company that it does not intend to review the Initial S-1 Shelf or the fifth Business Day following the resolution or clearance of all Commission comments to the Initial S-1 Shelf, as applicable. 1.2 The Company shall use reasonable best efforts to keep the Initial S-1 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (a) the date on which the Replacement S-3 Shelf (as defined below) is effective and (b) the date on which all Registrable Securities covered by the Initial S-1 Shelf shall cease to be Registrable Securities (such earlier date, the “Initial S-1 Shelf Expiration Date”). 1.3 Until the Initial S-1 Shelf Expiration Date, the Company shall file any supplements or post-effective amendments required to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: applicable law so that (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) Initial S-1 Shelf does not to contain include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading;misleading and (b) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company's rights under Section 5. 1.4 Upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the Company shall use reasonable best efforts to amend the Initial S-1 Shelf to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial S-1 Shelf (dthe “Replacement S-3 Shelf”) notify each Holder and cause the Replacement S-3 Shelf to be declared effective as soon as reasonably practicablepracticable thereafter. After the Replacement S-3 Shelf becomes effective, andthe Company shall use its reasonable best efforts to keep the Replacement S-3 Shelf continuously effective, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant subject to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other similar order or requirement suspending the effectiveness of the shelf registration statement or Commission, until the initiation of any proceedings for date that purpose, (iii) if, between all Registrable Securities covered by the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement Replacement S-3 Shelf shall cease to be true and correct in all material respects or if Registrable Securities (such date, the “Replacement S-3 Shelf Expiration Date”). 1.5 If prior to the Replacement S-3 Shelf Expiration Date there is not an effective Shelf Registration Statement on Form S-3, the Company receives shall promptly file a Shelf Registration Statement on Form S-1 (the “Subsequent S-1 Shelf”) and use its reasonable best efforts to have the Subsequent S-1 Shelf declared effective by the Commission as soon as reasonably practicable. In addition, the Company shall use reasonable best efforts to keep the Subsequent S-1 Shelf continuously effective, and not subject to any notification with respect to the suspension stop order, injunction or other similar order or requirement of the qualification Commission, until the earlier of (a) the date on which the Subsequent S-3 Shelf (as defined below) is effective and (b) the date that all Registrable Securities for sale in covered by the Subsequent S-1 Shelf shall cease to be Registrable Securities (such earlier date, the “Subsequent S-1 Shelf Expiration Date”). Further, until the Subsequent S-1 Shelf Expiration Date, the Company will file any jurisdiction supplements or post-effective amendments required to be filed by applicable law so that (i) the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains Subsequent S-1 Shelf does not include any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading;misleading and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 5. Upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the Company shall use reasonable best efforts to amend the Subsequent S-1 Shelf to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Subsequent S-1 Shelf (the “Subsequent S-3 Shelf”) and cause the Subsequent S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Subsequent S-3 Shelf becomes effective, the Company shall use its reasonable best efforts to keep the Subsequent S-3 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Subsequent S-3 Shelf shall cease to be Registrable Securities. (e) furnish Holders with copies 1.6 Upon the request of any correspondence Holder whose Registrable Securities are not included in an effective Shelf Registration Statement at the time of such request, the Company shall use its reasonable best efforts to amend the Initial S-1 Shelf, the Replacement S-3 Shelf, the Subsequent S-1 Shelf or the Subsequent S-3 Shelf, as applicable, to include the Registrable Securities of such Holder; provided that the Company shall not be required to so amend such registration statement more than once every 90 days; and provided further that such Holder timely delivers all such information regarding the distribution of such Registrable Securities and such other information relating to such Holder and its Registrable Securities as the Company may reasonably request. Within five Business Days after receiving a request pursuant to the immediately preceding sentence, the Company shall give written notice of such request to all other Holders and shall include in such amendment all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the Company’s giving of such notice; provided that each requesting Holder timely delivers all such information regarding the distribution of such Registrable Securities and such other information relating to such Holder and its Registrable Securities as the Company may reasonably request; and provided further that the Company receives such information within the deadline presented by the Company, which deadline shall not be more than five Business Days prior to the anticipated filing of such amendment, but in no event earlier than three Business Days after the notice of the request for such information is given. 1.7 Notwithstanding any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Shelf Registration Statement (notwithstanding the Company’s commercially reasonable efforts to advocate with the SEC Commission for the registration of all or any state securities authority relating a greater number of Registrable Securities), which limitation exceeds the number of Registrable Securities not then registered, then, except to the shelf registration statement or prospectus; extent that a Holder waives its right to have its Registrable Securities registered on such Shelf Registration Statement, the amount of Registrable Securities to be registered on such Shelf Registration Statement will be correspondingly reduced pro rata among the Holders based on the total number of unregistered Registrable Securities held by such Holders (f) comply with all applicable rules and regulations such reduced Registrable Securities, the “Removed Shares”). In the event of a share removal of the SECHolders pursuant to this Section 1.7, including making available the Company shall use its commercially reasonable efforts to its security holders an earnings statement covering at least 12 months which shall satisfy promptly register the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal resale of any order suspending Removed Shares pursuant to this Section 1, whether by way of amending the effectiveness of the shelf registration statement at the earliest possible timeapplicable Shelf Registration Statement or by filing a new Shelf Registration Statement.

Shelf Registration Statement. In connection with the shelf registration statement (a) The Company will cause, by May 30, 2002, to be filed by the Company in accordance with Section 2.1 of this Agreementprepared and filed, the Company and will use commercially reasonable efforts to: (a) (i) prepare and file to have declared effective with the SEC the shelf registration statement on an appropriate form (which shall be Commission within 60 days after filing, a Registration Statement on Form S-3 (or such other form of registration statement that the Company shall determine and that is reasonably satisfactory to the Holders) for an offering to be made on a continuous basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Securities Act covering the Registrable Securities (the "Shelf Registration Statement"); provided, however, that if the Company shall furnish to the Holders a certificate signed by any executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company to file the Shelf Registration Statement at such time and it is then eligible therefore essential to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to defer the filing of the shelf registration statementShelf Registration Statement, any prospectusthe Company shall have the right to defer such filing for a reasonable period, any amendment not to a registration statement, amendment or supplement to a prospectus or any free writing prospectus exceed 60 days. The Shelf Registration Statement may be terminated (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus Company shall have no obligation to update the Shelf Registration Statement and any amendment or supplement thereto, may suspend sales thereunder) at such time as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered all Registrable Securities (x) to comply in all material respects can be sold by their Holders within a three-month period without compliance with the registration requirements of the Securities Act pursuant to Rule 144 (including Rule 144(k)) promulgated thereunder (the rules "Termination Date"). The Holder shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and regulations promulgated thereunder) and (y) not to contain any untrue statement the intended method of a material fact or omit to state a material fact distribution of such securities as shall be required to effect the Shelf Registration Statement. In that connection, each Holder shall be stated therein or necessary required to make the statements therein not misleading;represent that all such information which is given is both complete and accurate in all material respects. (db) notify each Holder So long as the Shelf Registration Statement is effective, the Company will furnish to the Purchaser as soon as reasonably practicablepracticable after available (but in the case of the Company's Annual Report to Stockholders, and, if requested by such Holder, confirm such advice in writingwithin 120 days after the end of each fiscal year of the Company), (i) when one copy of (A) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted auditing standards certified by a national firm of certified public accountants), (B) if not included in substance in the shelf registration statement has become effective Annual Report to Stockholders, its Annual Report on Form 10-K, (C) if not included in substance in its Quarterly Reports to Stockholders, its quarterly reports on Form 10-Q, and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under (D) a full copy of the particular Registration Statement covering the Registrable Securities Act(the foregoing, in each case, excluding exhibits), (ii) upon the reasonable request of the issuance any Holder, all exhibits excluded by the SEC or any state securities authority parenthetical in clause (i) of any stop orderthis paragraph, injunction or other order or requirement suspending in the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect form generally available to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purposepublic, and (ivc) upon the reasonable request of any Holder, an adequate number of copies of the happening of prospectuses and supplements to supply to any event during the period the shelf registration statement is effective as a result of which other party requiring such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeprospectuses.

Shelf Registration Statement. In connection with (a) Subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals the Registrable Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement to be filed by (as defined in Rule 405 under the Securities Act) or any successor form thereto. Notwithstanding the foregoing, the Company may satisfy its obligations under this Section 4.3 by amending any existing Form S-3. (b) Within 10 days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within 10 days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 2.1 4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) and the date on which the Gazelle Stockholders’ collective Beneficial Ownership of shares of Company Common Stock falls below 3.0% of all then-outstanding shares Company Common Stock. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. Upon notice by the Company is then eligible to use Form S-3) covering the Demand Stockholders of any such determination, each Demand Stockholder covenants that it shall, subject to applicable Registrable SecuritiesLaw, (ii) file amendments thereto as warrantedkeep the fact of any such notice strictly confidential and promptly halt any offer, (iii) seek the effectiveness thereof as soon as practicablesale, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale trading or other Transfer by it or any of such its Affiliates of any Registrable Securities in accordance with for the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing duration of the shelf registration statementBlackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, any prospectuspublication, any amendment to a registration statementdissemination or distribution of the Shelf Registration Statement, amendment or supplement to a each prospectus or any free writing prospectus (in each case including all exhibits filed therewith)included therein, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as thereto by it and any of its Affiliates for the duration of the effective date Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Stockholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such registration statementnotice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement and during to the distribution Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus;. (f) comply At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Stockholder(s) shall also deliver the Take-Down Notice to all applicable rules other Demand Stockholders included on the Shelf Registration Statement and regulations permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five days after delivery of the SEC, including making available Take-Down Notice to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force)such holder; and (gii) obtain if the withdrawal lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) in writing that, in its opinion, the inclusion of any order suspending the effectiveness all of the shelf registration statement at securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the earliest possible timesuccess thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. In connection with the shelf registration statement to be filed by Shelf Registration Statement, the Company and the Subsidiary Guarantors shall: (i) comply with all the provisions of Section 6(c) below and use their respective best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with Section 2.1 the intended method or methods of this Agreement, distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Subsidiary Guarantors will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC Commission a Registration Statement relating to the shelf registration statement on an any appropriate form (under the Act, which form shall be on Form S-3 if available for the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable the Transfer Restricted Securities in accordance with the applicable plan intended method or methods of distribution;distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and (bii) issue, upon the request of any Holder or purchaser of Senior Subordinated Notes covered by any Shelf Registration Statement contemplated by this Agreement, New Senior Subordinated Notes having an aggregate principal amount equal to the aggregate principal amount of Senior Subordinated Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall register New Senior Subordinated Notes on the Shelf Registration Statement for this purpose and issue the New Senior Subordinated Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate. (iiii) within a reasonable time promptly prior to the filing of the shelf registration statement, any prospectus, any amendment document that is to be incorporated by reference into a registration statement, amendment Shelf Registration Statement or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)related Prospectus, provide copies of such documents document to each selling Holder in connection with such sale, if any, make the selling Holders Company's and their counsel; the Subsidiary Guarantors' representatives available for discussion of such document and fairly consider other customary due diligence matters, and include such reasonable changes information in any such documents document prior to the filing thereof as the counsel to the such selling Holders may reasonably request; (civ) use make available, during reasonable business hours, for inspection by each Holder and any attorney or accountant retained by such Holders, all reasonable efforts financial and other records, pertinent corporate documents of the Company and the Subsidiary Guarantors as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities and cause the shelf registration statement Company's and the related prospectus Subsidiary Guarantors' officers, directors and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) employees to comply in supply all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as information reasonably practicable, and, if requested by any such Holder, confirm attorney or accountant in connection with such advice in writing, (i) when the shelf registration statement has become effective and when Shelf Registration Statement or any post-effective amendments amendment thereto subsequent to the filing thereof and supplements thereto become effective prior to its effectiveness. Information that the Company and Subsidiary Guarantors determine, in good faith, to be confidential and any information that it notifies the Holders is confidential shall not be disclosed by the Holders unless (i) the disclosure of such information is necessary to avoid or correct a material misstatement or material omission in such Registration Statement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is, in the opinion of counsel for any Holder, necessary in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Holder and arising out of, based upon, relating to, or involving this agreement, or any transactions contemplated hereby or arising hereunder, or (iv) the information has been made generally available to the public. Each selling Holder and its representatives will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transaction in the securities of the Company or for any other purpose other than customary due diligence unless and until such information is generally available to the public. Each selling Holder and its representatives will be required to further agree that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give notice to the Company and the Subsidiary Guarantors and allow the Company and the Subsidiary Guarantors to undertake appropriate action to prevent disclosure of the information deemed confidential. (v) if requested by any Holders in connection with such shelf registration statement exchange or sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment is not automatically effective upon filing pursuant if necessary, such information as such Holders may reasonably request to Rule 462 under the Securities Acthave included therein, (ii) of the issuance by the SEC or any state securities authority of any stop orderincluding, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purposewithout limitation, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority information relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations "Plan of Distribution" of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions Transfer Restricted Securities; and make all required filings of Section 11(a) of the Securities Act and Rule 158 thereunder (such Prospectus supplement or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.post-effective amendment as soon as

Shelf Registration Statement. In connection with the shelf registration statement (a) Subject to be filed by the Company in accordance with Section 2.1 subsections (d) and (e) of this AgreementSection 4.1 and to subsection (g) of Section 5.1, the Company will use commercially reasonable efforts toshall: (a) (i) prepare and at least 30 days prior to the Transfer Restrictions Termination Date, file with the SEC the an "evergreen" shelf registration statement on an appropriate the form (for which shall be on Form S-3 if the Company is then eligible pursuant to use Form S-3Rule 415 under the Securities Act (or any successor provisions) covering providing for an offering to be made on a continuous basis of the applicable Registrable SecuritiesSecurities (the "Shelf Registration Statement"); provided, however, that the inclusion of all or any part of the FELINE PRIDES or Preferred Stock shall be at the election of the Holder or Holders thereof. (ii) file amendments thereto use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective as warranted, soon as practicable after the Transfer Restrictions Termination Date (but in any event not later than 45 days thereafter); (iii) seek use its commercially reasonable efforts to maintain the effectiveness thereof Shelf Registration Statement in effect for the Effective Period and, when necessary for that purpose, to amend the Shelf Registration Statement or to supplement the prospectus included therein, all as soon required by the Securities Act or as practicable, reasonably requested by the Holders of (or any underwriter for) more than 10% of the Common Stock (including any Common Stock issuable upon conversion of Class B Common Stock) or 10% of the FELINE PRIDES and Preferred Shares covered by the Shelf Registration Statement; (iv) file with furnish to the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order Holders copies of any supplement or amendment to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time Shelf Registration Statement prior to the filing of such supplement or amendment with the shelf registration statement, SEC or the use thereof; and (v) pay all Registration Expenses in connection with the Shelf Registration Statement. (b) The Shelf Registration Statement shall not include any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to securities other than the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request;Registrable Securities. (c) If at any time prior to the Registration Rights Termination Date the Shelf Registration Statement ceases to be effective, then the Company shall promptly file and use all its commercially reasonable efforts to cause the to become effective a new "evergreen" shelf registration statement and providing for an offering to be made on a continuous basis of the Registrable Securities, which registration statement shall also be referred to herein as the Shelf Registration Statement. (d) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer or president stating that a Suspension Event has occurred, the Company may postpone the filing (but not the preparation) of the Shelf Registration Statement for up to 60 days; provided, however, that the Company shall not be permitted to postpone the filing of the Shelf Registration Statement pursuant to this subsection (d) more than once. The Company shall promptly give the Holders written notice of any postponement made in accordance with the preceding sentence. (e) If the Company shall at any time furnish to the Holders a certificate signed by its chairman of the board, chief executive officer or president (a "Suspension Notice") stating that a Suspension Event or a Company Offering Event has occurred, the Holders may not effect any such resales until (i) in the case of a Suspension Event, the earliest to occur of (A) two Business Days following the public announcement by the Company of the related prospectus transaction, (B) the abandonment by the Company of negotiations regarding the related transaction (upon which the Company shall promptly notify the Holders in writing) and any amendment or supplement thereto(C) 90 days after the delivery of such Suspension Notice; or (ii) in the case of a Company Offering Event, as the earliest to occur of (A) 30 days after the completion of the effective date related Company Offering, (B) after the abandonment of the related Company Offering (upon which the Company shall promptly notify the Holders in writing) and (C) 90 days after the delivery of such registration statementSuspension Notice. The Company shall be entitled to serve only one Suspension Notice within any period of 365 consecutive days. (f) The methods of distribution of the Registrable Securities specified in the Shelf Registration Statement shall include an offering "at market," a firm underwriting and a "best efforts" underwriting. Prior to the Shelf Registration Statement becoming effective, amendment or supplement the Holders of the Registrable Securities included in the Shelf Registration Statement shall enter into an agreement with the Company in form and during substance substantially similar to the form thereof attached hereto as Annex A (containing, among others, provisions requiring advance notice by a Holder to the Company with respect to any sale of Registrable Securities and provisions relating to the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering "at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcemarket" offering); and. (g) obtain At the withdrawal election of any order suspending the effectiveness Holder or group of Holders, in each case, holding in excess of 10% of the shelf aggregate amount of Securities (including any Common Stock issuable upon conversion of the Class B Common Stock) included in the Shelf Registration Statement, any resale pursuant to the Shelf Registration Statement may involve an underwritten offering, and, in such case, the underwriter(s) for such registration statement at shall be selected by the earliest possible timeHolders making such election; provided, however, that such underwriter(s) shall be reasonably satisfactory to the Company. The Company agrees to amend or supplement the Shelf Registration Statement or any prospectus included therein as necessary to disclose the method of distribution in accordance with the Securities Act.

Shelf Registration Statement. In connection with No later than ninety (90) days after the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this AgreementClosing Date, the Company will use commercially reasonable efforts to: (a) (i) shall prepare and file with the SEC the shelf registration statement on an appropriate form a Shelf Registration Statement (which shall be on Form S-3 if include, to the Company is then eligible to use Form S-3) covering extent possible under the applicable Registrable SecuritiesAct and any SEC regulations, (ii) file amendments thereto as warranted, (iii) seek pledgees and distributees of any selling stockholder under the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable caption "plan of distribution; (b" contained in such Shelf Registration Statement) (i) within a reasonable time prior with respect to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders Conversion Shares and their counsel; Warrant Shares and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all its reasonable efforts to cause the shelf such Shelf Registration Statement to become effective and keep such registration statement effective (a) until such time as all Conversion Shares and the related prospectus and any amendment Warrant Shares have been sold or supplement theretodisposed of thereunder or sold, as transferred or otherwise disposed of (other than pursuant to a pledge or distribution of such Registrable Securities) to a person that is not a member of the effective Investor Group, (b) with respect to any Warrant Shares for which the Warrant has not been exercised prior to its expiration, until such time as the Warrant has expired or (c) until the date on which the sum of such registration statement, amendment or supplement (i) the number of shares of Registrable Securities held by a Holder plus (ii) the number of other shares of Common Stock and during the distribution other Equity Securities of the registered Company convertible into or exercisable or exchangeable for Common Stock within the immediately succeeding three (3) month period, determined on an as converted basis, in each case not constituting Registrable Securities Securities, held by a Holder, plus (xiii) to comply the number of shares of Common Stock sold by such Holder in all material respects with the requirements immediately preceding three months is less than one percent of the outstanding Common Stock of the Company as determined under Rule 144 under the Securities Act (including or any similar law. Notwithstanding the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, andforegoing, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant Company shall furnish to Rule 462 under the Securities Act, (ii) of the issuance Investor a certificate signed by the SEC Chief Executive, Chief Operating, or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties Chief Financial Officer of the Company contained stating that, in the good faith judgment of a majority of the disinterested directors, it would be materially detrimental to the Company for such agreement cease registration statement to be true and correct in all material respects or if filed, the Company receives any notification with respect shall have the right to defer such filing for a period of not more than 90 days; provided, however, that the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein Company may not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeutilize this right more than once.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the (a) The Company in accordance with Section 2.1 of this Agreementshall, the Company will at its expense, use its commercially reasonable efforts to: (a) (i) to prepare and file with the SEC within 60 days following the shelf registration statement Closing Date a Shelf Registration Statement with respect to resales of shares of Common Stock issued upon conversion of shares of Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on an appropriate form a delayed or continuous basis pursuant to Rule 415 (which shall be on Form S-3 if the or any similar provisions then in force). (b) The Company is then eligible shall, at its expense, use its commercially reasonable efforts to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, prepare and (iv) file with the SEC prospectuses within 60 days following the Closing Date a Shelf Registration Statement with respect to resales of shares of Convertible Preferred Stock (including, for purposes of registering the sale of such Preferred Stock only, shares of Common Stock issuable upon conversion of such Preferred Stock) that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions then in force). If eligible, the Company may satisfy the requirement to file a Shelf Registration Statement pursuant to this Section 2(b) by registering for resale the Convertible Preferred Stock on the Shelf Registration Statement required to be filed under Section 2(a) above. (c) The Company shall use its commercially reasonable efforts to cause each Shelf Registration Statement described in 2(a) and prospectus supplements 2(b) above to be declared effective under the Securities Act. (d) The Company shall use its commercially reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (e) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its commercially reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as reasonably necessary a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (i) The Company shall use its commercially reasonable efforts, subject to Section 2(f)(ii), to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the offer Prospectus forming a part thereof to be usable, subject to Sections 2(d) and sale of 2(e), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Registrable Transfer Restricted Securities in accordance which has been filed with the applicable plan of distribution; (b) (i) within a reasonable time prior SEC pursuant to the filing of Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the shelf registration statementSecurities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any prospectuslegend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, any amendment under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to a registration statement, amendment or supplement to a prospectus or any free writing prospectus be outstanding (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior case, such period being called the “Shelf Registration Period”). The Company will (x) subject to the filing thereof as the counsel to the Holders may request; (cSections 2(d) and 2(e), use all its commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the shelf registration statement related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the related prospectus Securities Act and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (xz) to comply in all material respects with the requirements provisions of the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of its subsidiaries to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the rules and regulations promulgated thereunderfact of the suspension), except as required by applicable law. (g) and (y) Notwithstanding anything herein to the contrary, the Company shall not to contain any untrue statement of a material fact or omit to state a material fact be required to be stated therein or necessary file a Shelf Registration Statement that pursuant to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when any written or oral guidance, comments, requirements or requests of the shelf registration statement has become effective SEC staff and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under (ii) the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale would be deemed to constitute a primary offering of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeby it.

Shelf Registration Statement. In connection (a) The Company, at its expense, agrees to file with the shelf registration statement SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, respectively (each such Registration Statement filed by the Company in accordance with Section 2.1 of pursuant to this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 if under the Securities Act or another appropriate form selected by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale permitting registration of such Registrable Securities for resale by the Holders in accordance with the applicable plan manner or manners reasonably designated by Holders of distribution; (b) (i) within a reasonable time prior majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes be included in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) Shelf Registration Statement. The Company shall use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the each Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) pursuant to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicablepracticable following the filing thereof, andbut in any event not later than the Effectiveness Target Date after the Closing Date, if requested by such Holder, confirm such advice in writing, and to keep each Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment date that is not automatically effective upon filing two years after the date on which all of the Notes are sold by the Company (including those sold pursuant to Rule 462 under the Securities Actoption granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), (ii) the date when the Holders of Registrable Securities are able to sell all such securities immediately without restriction pursuant to the issuance by volume limitation provisions of Rule 144 under the SEC Securities Act or any state securities authority of any stop ordersuccessor rule thereto or otherwise, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties Shelf Registration of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeregistered thereunder.

Shelf Registration Statement. In connection (a) Subject to timely receipt of all information reasonably required from the Investor, the Company shall use its reasonable best efforts to file, not later than (i) 45 days after the Closing Date (the "S-3 Filing Deadline"), a Registration Statement on Form S-3 covering the resale of the Registrable Securities issued in exchange for the Cash Purchase Price (subject to any adjustments pursuant to Section 2.04) and MTE (the "Form S-3"), or (ii) if the Company is not eligible to use Form S-3, 90 days after the date hereof (the "S-1 Filing Deadline" and, along with the shelf registration statement to be filed by S-3 Filing Deadline, each, a "Filing Deadline"), a Registration Statement on Form S-1 (a "Form S-1" and, along with a Form S-3, each a "Registration Statement"); provided that the Company in accordance with Section 2.1 shall use its reasonable best efforts to remain qualified to file the Form S-3. As of the date hereof, the Company is qualified to file a Form S-3. (b) Subject to the terms of this Agreement, the Company will shall use its commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act (including as promptly as is reasonably practicable after the rules filing thereof, and regulations promulgated thereunder) and (y) not shall use its commercially reasonable efforts to contain any untrue statement keep such Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement have been disposed of a material fact by the Investor, are no longer Registrable Securities or omit to state a material fact required are available to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing sold without volume restrictions pursuant to Rule 462 144 promulgated under the Securities Act, (ii) ; provided that in no event shall the Company’s obligation to keep such Registration Statement effective extend beyond the two year anniversary of the issuance date hereof. (c) The Company shall promptly notify the Investor by the SEC or any state securities authority e-mail of any stop order, injunction or other order or requirement suspending the effectiveness of a Registration Statement promptly after the shelf registration statement Company telephonically confirms effectiveness with the SEC (but in no event more than two (2) Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The "Plan of Distribution" section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market and purchases or the initiation of sales by brokers. The Company shall use its reasonable best efforts to cause any proceedings Registrable Securities offered for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby resale pursuant to any agreement an effective Registration Statement to which be listed on Nasdaq, or such other national securities exchange as the Company is a party, the representations and warranties common stock of the Company contained in such agreement cease to may be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event listed during the period the shelf registration statement time such Shelf Registration Statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeeffective.

Shelf Registration Statement. In connection with The Investor may, at any time request (such request, the shelf "Investor Request") that the Company file a registration statement under the Securities Act covering, except as set forth in the fourth to last sentence of this Section 2(a), all of the Registrable Securities then held by the holders of such Registrable Securities on Form S-3 or such other form the Company is eligible to use to allow for the resale of the Registrable Securities (the “Shelf Registration”) and shall have such Registration Statement declared effective by the Securities and Exchange Commission with respect to such resale of such Registrable Securities as expeditiously as possible but in any event by not later than the later to occur of the 150 day anniversary of the date of delivery of the Investor Request or June 30, 2012 (the “Outside Date”), on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (such registration statement filed pursuant to the first sentence of this Section 2(a), the “Initial Shelf Registration Statement”); provided, however, that (i) if a Qualifying Change in Control is consummated prior to the Outside Date, the Company shall file and have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement within 120 days of the consummation such Qualifying Change in Control; and (ii) if an Incidential Registration Statement is proposed to be filed prior the Outside Date, and holders of such Registrable Securities have not been afforded the opportunity to include all Registrable Securities in such Incidental Registration Statement, the Company shall file and have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement by not later than the date of effectiveness of such Incidental Registration Statement. For purposes of clarity, the Company shall only be obligated to file one Initial Shelf Registration Statement. The Company will cause the Shelf Registration Statement to remain continuously effective under the Securities Act until the earliest of (i) the date that is two (2) years (or in the case of a registration statement on Form S-3, such longer period as may be permitted under applicable law) after the initial effectiveness thereof and (ii) the earliest date on which all Registrable Securities shall have either (A) been sold pursuant to the Shelf Registration or (B) ceased to be outstanding or constitute Registrable Securities (such period, the "Effectiveness Period"). At any time and from time to time after the Shelf Registration Lapse Date, the Company shall, if requested by the holders of Registrable Securities, file and have declared effective as expeditiously as possible a subsequent registration statement for the Shelf Registration in the form specified herein for an Initial Shelf Registration Statement to enable the resale of such Registrable Securities that either (1) have not been sold in accordance with this Section 2.1 of this Agreement2(a) or (2) remain outstanding or continue to constitute Registrable Securities. In the event that the Securities and Exchange Commission will not allow the Company to include all Registrable Securities in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with shall, if requested by the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable holders of Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek promptly as practicable following such time as it is permitted to do so by the effectiveness thereof as soon as practicableSecurities and Exchange Commission, and (iv) file have declared effective, a subsequent registration for a Shelf Registration in accordance with this Section 2 to register the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale resale of such Registrable Securities in accordance with the applicable plan terms of distribution; (b) (i) within this Agreement. Any registration statement for a reasonable time prior Shelf Registration that is not the Initial Shelf Registration Statement is referred to herein as a "Subsequent Shelf Registration Statement" and the Initial Shelf Registration Statement and the Subsequent Shelf Registration Statements are sometimes referred to collectively as the "Shelf Registration Statement". Notwithstanding anything in this Agreement to the contrary, in the event an Eligible Investor Transferee becomes a party to this Agreement in accordance with Section 9 hereof subsequent to the time of effectiveness of a Shelf Registration Statement, the Company's obligation to register Registrable Securities acquired by such Eligible Investor Transferee pursuant to such Section 9 shall be limited to filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or prospectus supplement to the applicable existing Shelf Registration Statement to include such Eligible Investor Transferee as a prospectus or selling shareholder thereunder and in any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents event only to the selling Holders and their counsel; and fairly consider extent such reasonable changes in filing is permitted by law. For the avoidance of doubt, the Company shall not be obligated to file any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment new Shelf Registration Statement or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties existing Shelf Registration Statement in respect of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for acquired by such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeEligible Investor Transferee.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and No later than the latest to occur of (A) sixty (60) days after the date hereof or (B) the Closing Date (such later date, the “S-3 Shelf Filing Deadline”), the Company shall file with the SEC the shelf registration statement on an appropriate form (which shall be a Registration Statement on Form S-3 if covering the resale of all of the Registrable Securities held by the Investor on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) no later than the latest to occur of (A) ninety (90) days after the date hereof or (B) the Closing Date (such later date, the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is then not eligible to use file the Form S-3) covering S-3 Shelf as of or prior to the applicable Registrable SecuritiesS-3 Shelf Filing Deadline, the Company shall file a Shelf Registration Statement on Form S-1 (ii) file amendments thereto as warranteda “Form S-1 Shelf” and, (iii) seek the effectiveness thereof as soon as practicablealong with a Form S-3 Shelf, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution;each a “Shelf Registration Statement”). (b) (i) within a reasonable time prior Subject to the filing terms of this Agreement, including any applicable Suspension Period, the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) Company shall use all its commercially reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act promptly after the filing thereof, but in the event of no “review” by the SEC, no later than the thirtieth (including 30th) calendar day following the rules applicable Filing Deadline, and regulations promulgated thereundershall use its reasonable efforts to keep such Shelf Registration Statement, or a successor Registration Statement thereto, continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement have been disposed by the Investor or are no longer Registrable Securities; provided, that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective extend beyond the three-year anniversary of the date on which the Investor ceases to Beneficially Owns 75% or more of the Private Placement Shares acquired by it at the Closing. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period (as defined below), the Company shall file a Form S-1 Shelf not later than sixty (60) Business Days after the date the Company becomes so ineligible, and shall use its reasonable efforts to have such Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 8.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible. (yc) not to contain any untrue statement The Company shall notify the Investor by e-mail of the effectiveness of a material fact or omit Shelf Registration Statement on the same Business Day that the Company telephonically confirms effectiveness with the SEC. The Company shall file a final prospectus with the SEC to state a material fact the extent required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for permitted means of disposition of Registrable Securities, (ii) of including agented transactions, sales directly into the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purposemarket, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement purchases or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timesales by brokers.

Shelf Registration Statement. In connection (a) The Company: (A) shall cause to be filed with the SEC, on or before November 1, 2000, a shelf registration statement to be filed by (the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a"Shelf Registration ------------------ Statement") (i) prepare and file with the SEC the shelf registration statement on an appropriate form under the Securities Act, relating solely to --------- the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (which B) shall be on Form S-3 if use its best efforts to have such Shelf Registration declared effective by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof SEC as soon as practicablepracticable thereafter, but in no event later than December 15, 2000; provided, however, that no Holder (other than the Initial -------- ------- Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary amended in order to permit the offer Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the date on which all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration ------------------ Period"); provided, however, that prior to the termination of such Shelf ------ -------- ------- Registration, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (i) an opinion, in form and sale substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities in accordance with are freely saleable pursuant to Rule 144(k) under the applicable plan Securities Act (or any successor provision having similar effect) without any volume, manner of distribution; sale or other restrictions or (bii) (i) within a reasonable time prior to "No-Action Letter" from the filing staff of the shelf SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of unless such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request;action is required by applicable law. (c) use If at any time the Majority Holders request in writing that all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification part of the Registrable Securities for sale in any jurisdiction or covered by the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement Shelf Registration Statement be offered by means of a material fact or omits to state any material fact required firm commitment Underwritten Offering, the Company shall cause to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence filed with the SEC as soon as practicable any necessary or any state securities authority relating appropriate supplement to the shelf Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration statement or prospectus; shall be selected by the Company, subject to the approval of such Majority Holders (f) comply with all applicable rules and regulations of the SEC, including making available such approval not to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcebe unreasonably withheld); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) The Company shall, at its expense, use its reasonable efforts to prepare and file with the SEC within six months following the shelf registration statement Closing Date as promptly as practicable after the Amendment Effective Time (but no later than June 15, 2018) a Shelf Registration Statement with respect to resales by each Holder from time to time on an appropriate form a delayed or continuous basis pursuant to Rule 415 (which shall be on Form S-3 if or any similar provisions in force) of shares of Common Stock issuable upon mandatory conversion(x) issuable upon the Company is then eligible to use Form S-3) covering the applicable Registrable SecuritiesMandatory Conversion of shares of Convertible Preferred Stock, (iiy) file amendments thereto issuable as warranted, Regular Dividends (iiiwhether on a Regular Dividend Payment Date or on a Mandatory Conversion Date) seek the effectiveness thereof as soon as practicable, and (ivz) issuable as a Special Distribution that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions then in force). (b) The Company shall, at its expense, use its reasonable efforts to prepare and file with the SEC prospectuses within one year following the Closing Date as promptly as practicable after the Amendment Effective Time (but no later than June 15, 2018) a Shelf Registration Statement with respect to resales of shares of Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions then in force). If eligible, the Company may satisfy the requirement to file a Shelf Registration Statement pursuant to this Section 2(b) by registering for resale the Convertible Preferred Stock on the Shelf Registration Statement required to be filed under Section 2(a) above. (c) The Company shall use its reasonable efforts to cause each Shelf Registration Statement described in 2(a) and prospectus supplements 2(b) above to be declared effective under the Securities Act. (d) The Company shall use its reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (e) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as reasonably necessary a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (i) The Company shall use its reasonable efforts, subject to Section 2(f)(ii), to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the offer Prospectus forming a part thereof to be usable, subject to Sections 2(d) and sale of 2(e), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Registrable Transfer Restricted Securities in accordance which has been filed with the applicable plan of distribution; (b) (i) within a reasonable time prior SEC pursuant to the filing of Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the shelf registration statementSecurities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any prospectuslegend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, any amendment under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to a registration statement, amendment or supplement to a prospectus or any free writing prospectus be outstanding (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior case, such period being called the “Shelf Registration Period”). The Company will (x) subject to the filing thereof as the counsel to the Holders may request; (cSections 2(d) and 2(e), use all its reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the shelf registration statement related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the related prospectus Securities Act and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (xz) to comply in all material respects with the requirements provisions of the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of its subsidiaries to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the rules and regulations promulgated thereunderfact of the suspension), except as required by applicable law. (g) and (y) Notwithstanding anything herein to the contrary, the Company shall not to contain any untrue statement of a material fact or omit to state a material fact be required to be stated therein or necessary file a Shelf Registration Statement that pursuant to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when any written or oral guidance, comments, requirements or requests of the shelf registration statement has become effective SEC staff and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under (ii) the Securities Act, would be deemed to constitute a primary offering of securities by it. (h) Notwithstanding anything herein to the contrary, the Company’s obligations to file and maintain a Shelf Registration Statement hereunder shall cease upon the date that (i) no Transfer Restricted Securities remain outstanding or (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is no longer eligible to file and maintain a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeShelf Registration Statement.

Shelf Registration Statement. In connection with The Issuer and the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) Guarantors shall prepare and file with the SEC SEC, as promptly as practicable following the shelf Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities, which registration statement on statement, if the Shelf Notice is given pursuant to Section 2(g)(1) or (2), may be an appropriate form amendment to the Exchange Offer Registration Statement (which the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 if S-1 or another appropriate form permitting registration of the Company Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer and the Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuer and the Guarantors shall use their best efforts, as described in Section 5(b) hereof, to cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable after the filing of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2g)(3)), and to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is then eligible to use Form S-3) covering 24 months after the applicable Registrable SecuritiesClosing Date, (ii) file amendments thereto the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as warranted, contemplated in the Shelf Registration Statement or (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may date that there ceases to be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable securities outstanding that constitute Transfer Restricted Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force"Effectiveness Period"); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf Shelf Registration Statement, the Issuer and the Guarantors shall: (i) comply with all the provisions of Section 5(c) hereof and use all commercially reasonable efforts to effect such registration statement to be filed by permit the Company sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuer and the Guarantors pursuant to Section 2.1 of this Agreement3(b) hereof), and pursuant thereto the Company will use commercially reasonable efforts to: (a) (i) Issuer and the Guarantors shall prepare and file with the SEC Commission a Registration Statement relating to the shelf registration statement on an any appropriate form (under the Securities Act, which form shall be on Form S-3 if available for the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable the Transfer Restricted Securities in accordance with the applicable plan intended method or methods of distributiondistribution thereof within the time periods and otherwise in accordance with the provisions hereof; (bii) (i) within a reasonable time prior issue, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the filing aggregate principal amount of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents Initial Notes sold pursuant to the selling Holders Shelf Registration Statement and their counsel; and fairly consider such reasonable changes in any such documents prior surrendered to the filing thereof as Issuer for cancellation; the counsel Issuer and the Guarantors shall register the Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the Holders may requestpurchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate; (ciii) use all reasonable efforts to cause the shelf registration statement advise each Holder and the related prospectus and any amendment or supplement theretounderwriter(s), as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicableif any, and, if requested by such Holder, to confirm such advice in writing, (iA) when the shelf registration statement has become effective and when Prospectus or any post-effective amendments and supplements thereto become effective if such shelf registration statement Prospectus supplement or post-effective amendment is not automatically has been filed, and, with respect to any Shelf Registration Statement or any post-effective upon filing pursuant to Rule 462 under amendment thereto, when the Securities Actsame has become effective, (iiB) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the SEC or any state securities authority Commission of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement Shelf Registration Statement under the Securities Act or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of suspension by any sale of state securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension commission of the qualification of the Registrable Transfer Restricted Securities for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purposeany of the preceding purposes, and (ivD) of the existence of any fact or the happening of any event during that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) furnish to each Holder, in connection with such sale, if any, before filing with the Commission, copies of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents shall be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and neither the shelf registration statement is effective as a result of Issuer nor the Guarantors shall file any such Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such shelf registration statement Holders shall reasonably object within five Business Days after such Holders’ receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Shelf Registration Statement, amendment, Prospectus or the related prospectus supplement, as applicable, as proposed to be filed, contains any an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or fails to comply with the applicable requirements of the Securities Act; (ev) furnish Holders with promptly prior to the filing of any document that is to be incorporated by reference into a Shelf Registration Statement or Prospectus, provide copies of such document to each Holder who so requests in connection with such sale, if any, make representatives of the Issuer and the Guarantors available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; (vi) make available, at reasonable times, for inspection by each Holder and any correspondence attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Issuer and the Guarantors and cause the officers, directors and employees of the Issuer and the Guarantors to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness, in order to conduct a reasonable due diligence investigation; provided, however, that such Persons first agree in writing with the SEC Issuer and the Guarantors that any information that is reasonably and in good faith designated by the Issuer and the Guarantors in writing as confidential at the time of delivery of such information will be kept confidential by such Persons, unless (A) disclosure of such information is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information is required by law (including any state disclosure requirements pursuant to federal securities authority laws in connection with the filing of such Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person, (D) such information becomes available to such Person from a source other than the Parent Guarantor and its subsidiaries and such source is not known, after reasonable inquiry, by such Person to be bound by a confidentiality agreement or (E) such information is independently developed, discovered or arrived at by such person; (vii) if requested by any Holders in connection with such sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post- effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the shelf registration statement “Plan of Distribution” of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or prospectuspost-effective amendment as soon as practicable after the Issuer and the Guarantors are notified of the matters to be included in such Prospectus supplement or post-effective amendment; (fviii) comply furnish to each Holder in connection with all applicable rules and regulations such sale without charge, at least one copy of the SECShelf Registration Statement, as first filed with the Commission, and of each amendment thereto, including making available all documents incorporated by reference therein and all exhibits, including exhibits incorporated therein by reference, if so requested by such Holder (other than portions of agreements and other documents that are granted confidential treatment by the Commission); (ix) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to its security holders an earnings statement covering at least 12 months which shall satisfy expedite or facilitate the provisions disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any Shelf Registration Statement. In such connection, the Issuer and the Guarantors shall: (A) if requested by a majority of selling Holders, to use their commercially reasonable efforts to cause to be furnished to each Holder, upon the effectiveness of the Shelf Registration Statement, any one or more of the following items so specified in such request: (1) a certificate, dated such date, signed on behalf of the Issuer by (x) the President or any Vice President of the Issuer and (y) a principal financial or accounting officer of the Issuer, confirming, as of the date thereof, the matters set forth in Section 11(a5(h) of the Securities Act Purchase Agreement and Rule 158 thereunder such other similar matters as such Holders may reasonably request; (or 2) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of counsel for the Issuer and the Guarantors in customary form covering matters similar to those set forth in the opinion delivered pursuant to Section 5(a) of the Purchase Agreement and such other matters as such Holders may reasonably request; and (3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Parent Guarantor’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Sections 5(i) and (j) of the Purchase Agreement; and (B) deliver such other documents and certificates as may be reasonably requested by the majority of selling Holders to evidence compliance with the matters covered in clause (A) of this Section 5(b)(ix) and with any similar provision then customary conditions contained in forceany agreement entered into by the Issuer and the Guarantors pursuant to this clause (ix); and (gx) obtain prior to any public offering of Transfer Restricted Securities, cooperate with the withdrawal of any order suspending selling Holders and their counsel in connection with the effectiveness registration and qualification of the shelf registration statement at Transfer Restricted Securities under the earliest possible timesecurities laws of such jurisdictions as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Issuer nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject.

Shelf Registration Statement. In connection (a) At any time and from time to time, any one or more of the Selling Demand Shareholders shall have the right to request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Selling Demand Shareholder and the intended method of distribution thereof) that the Company register any and all of such Selling Demand Shareholder’s Registrable Securities with an anticipated aggregate offering price to the public of not less than $5,000,000, unless the anticipated aggregate offering price to the public of all Registrable Securities that remain outstanding at that time is less than $5,000,000, in which case, any such registration shall be for all of the remaining outstanding Registrable Securities, by filing with the shelf registration statement SEC a Shelf Registration Statement covering such Registrable Securities. Upon the receipt of such a request, the Company shall, not later than the 30th calendar day after the receipt of such a request, cause to be filed by a Shelf Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company in accordance with Section 2.1 of this Agreement, has been so requested to register by such Selling Demand Shareholder to the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably extent necessary in order to permit the offer and sale disposition of such Registrable Securities in accordance with the applicable plan intended methods of distribution;distribution thereof specified in such request. Promptly after receipt of such request from such Selling Demand Shareholder, the Company shall give notice of such requested registration to all other holders of Registrable Securities in accordance with Section 2.02. The Company will then use its reasonable best efforts to have such Shelf Registration Statement covering the Registrable Securities which the Company has been requested to register by such Selling Demand Shareholder, together with all other Registrable Securities which the Company has been requested to register pursuant to Section 2.02 or otherwise by notice delivered to the Company within 20 days after the Company has given the required notice of such requested registration (which request shall specify the intended method of disposition of such Registrable Securities), declared effective by the SEC as soon as practicable thereafter (but in no event later than the 90th calendar day after the receipt of such a request) and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities which the Company has been so requested to register, and to keep such Shelf Registration Statement continuously effective during the period from the date a Shelf Registration Statement is declared effective by the SEC until all Registrable Securities of the Selling Demand Shareholder have been sold or can be sold without restriction, including volume and manner of sale restrictions, under the Securities Act; provided, that the 30 and 90 day dates referenced above shall be extended to the extent that such Shelf Registration Statement is not filed or declared effective prior to such dates due to circumstances outside of the Company’s control (e.g., the company is unable to obtain a required consent or audit report from an outside independent accounting firm with respect to any business acquired by the Company), other than as a result of such circumstances that could have been reasonably anticipated and avoided by the Company, after (except in the case of the preparation of any required financial statements for acquired businesses) receipt of a notice by a Selling Demand Shareholder under this Section 2.03, through the exercise of its reasonable best efforts prior to such 30 or 90 day dates. (b) A Shelf Registration Statement shall be deemed not to have become effective (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and registration shall be deemed not to have been effected) unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance such Shelf Registration Statement is interfered with by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement SEC or any other governmental agency or court (other than any such stop order or injunction issued as a result of the initiation inclusion in such Shelf Registration Statement of any proceedings information supplied to the Company for inclusion therein by a Selling Demand Shareholder) that purposeis not subsequently remedied, (iii) ifsuch Shelf Registration Statement shall be deemed not to have become effective; provided, between the effective date further, however, if any such stop order, injunction or other order or requirement of the shelf registration statement and SEC or any other governmental agency or court is subsequently remedied, such Shelf Registration Statement shall be deemed not to have been effective during the closing period of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification interference. (c) A Suspension Period with respect to any Shelf Registration Statement shall commence on and include the suspension date that the Company gives notice that any Shelf Registration Statement is no longer effective or usable for resale of Registrable Securities of the qualification Selling Demand Shareholder, including pursuant to Section 2.06(e)(iv), and shall terminate on the day following the date on which each Selling Demand Shareholder covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.06(j) or is advised in writing by the Company that the use of the prospectus may be resumed. (d) If a Selling Demand Shareholder has requested a Shelf Registration Statement, the Company shall give written notice to each Holder at least 20 days prior to the initial filing of such Registration Statement informing such Holder of its intent to file such Shelf Registration Statement and of such Holder’s rights under this Section 2.03 to request the registration of the Registrable Securities for sale in any jurisdiction or the initiation held by such Holder. Upon written request of any proceeding for Holder (a “Shelf Shareholder”) made within 10 days after any such purposenotice is given (which request shall specify the Registrable Securities intended to be included in the Shelf Registration Statement by such Shelf Shareholder and the intended method of distribution thereof), and (iv) the Company shall use reasonable best efforts to effect the registration in such Shelf Registration Statement of all Registrable Securities which the Company has been so requested to register by such Shelf Shareholder, to the extent required to permit the disposition of the happening Registrable Securities so requested to be registered to be registered in accordance with the intended methods of any event during distribution thereof specified in the period request, including, if necessary, by filing with the shelf registration statement is SEC a post-effective as amendment or a result of which such shelf registration statement supplement to the Shelf Registration Statement or the related prospectus contains or any untrue statement of a material fact document incorporated therein by reference or omits by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to state the Shelf Registration Statement or by the Securities Act or by any material fact required to be stated therein or necessary to make the statements therein not misleading;other rules and regulations thereunder. (e) furnish Holders If at any time or from time to time any Selling Demand Shareholder intends to sell Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement, such Selling Demand Shareholder shall so advise the Company as part of its request made pursuant to Section 2.03(a) hereof. The underwriters shall, in the case of an Underwritten Offering, be selected by Purchaser in consultation with copies the Company. There shall be no obligation on the part of a Selling Demand Shareholder or the underwriters to include any Registrable Securities of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus;Shelf Shareholder in such Underwritten Offering. (f) comply If a Shelf Shareholder requests to sell Registrable Securities in an Underwritten Offering pursuant to a Shelf Registration Statement, the underwriters shall be selected by the Company in consultation with Purchaser and the right of such Shelf Shareholder to participate in such Underwritten Offering shall be conditioned upon such Shelf Shareholder’s participation in the underwriting arrangements and the inclusion of such Shelf Shareholder’s Registrable Securities in the underwriting. A Shelf Shareholder proposing to distribute its Registrable Securities through any such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriters selected for such Underwritten Offering and shall execute all applicable rules questionnaires, powers of attorney, indemnities and regulations other documents reasonably required under the terms of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timesuch arrangements.

Shelf Registration Statement. In connection with (a) Parent shall, on the shelf registration statement terms and conditions hereinafter provided, use its best efforts to cause to be filed a Shelf Registration Statement no later than the date which is 90 days after the date hereof (the “Filing Deadline”), and thereafter proceed to use its best efforts to cause such Shelf Registration Statement to be declared effective by the Company in accordance with Section 2.1 Commission no later than 180 days after the date hereof (the date on which the Shelf Registration Statement is so declared effective by the Commission, the “Effectiveness Date”). Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) Parent agrees to prepare and file with the SEC Commission such amendment and supplement to the shelf registration statement on an appropriate form Shelf Registration Statement and the prospectus used in connection therewith and otherwise use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective from the Effectiveness Date until the earlier of (which shall i) the first date that all Registrable Stock covered by the Shelf Registration Statement have been sold or may be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, sold in a 3 month period under Rule 144(k); or (ii) file amendments thereto as warrantedfive (5) years from the date the Shelf Registration Statement has been declared effective by the Commission; provided, that such five-year period shall be extended to the extent of any Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. At least five (iii5) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time Business Days prior to the filing of filing, the shelf registration statement, any prospectus, any Shelf Registration Statement (and each amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of well any supplement to the effective date of such registration statement, amendment or supplement and during prospectus contained therein) shall be provided to the distribution of the registered Registrable Securities (x) Purchasers’ legal counsel prior to comply in all material respects its filing with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect submission to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for Commission and such purpose, legal counsel shall have a reasonable opportunity to review and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which comment on such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeShelf Registration Statement.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by Shelf Registration Statement, the Company shall: (i) use its best reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 2.1 of this Agreement3(b)), and pursuant thereto the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement Shelf Registration Statement on an any appropriate form (under the Securities Act, which form shall be on Form S-3 if available for the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable the Transfer Restricted Securities in accordance with the applicable plan intended method or methods of distributiondistribution thereof within the time periods and otherwise in accordance with the provisions of this Agreement; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (cii) use all its best reasonable efforts to keep the Shelf Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 of this Agreement; and upon the occurrence of any event that would cause the shelf registration statement and Shelf Registration Statement or the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities Prospectus contained therein (xA) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements statement therein not misleadingmisleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement curing such defect, and, if the SEC review is required, use its best reasonable efforts to cause such amendment to be declared effective as soon as practicable; (diii) notify prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the applicable period set forth in Section 3, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus; (iv) advise each Holder as soon as reasonably practicable, promptly and, if requested by such Holder, confirm such advice in writing, (iA) when the shelf registration statement has become effective and when Prospectus or any post-effective amendments and supplements thereto become effective if such shelf registration statement Prospectus supplement or post-effective amendment is not automatically has been filed, and, with respect to the Shelf Registration Statement or any post-effective upon filing pursuant to Rule 462 under amendment thereto, when the Securities Actsame has become effective, (iiB) of any request by the SEC for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement Shelf Registration Statement under the Securities Act or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of suspension by any sale of state securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension commission of the qualification of the Registrable Transfer Restricted Securities for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purposeany of the preceding purposes, and (ivD) of the existence of any fact or the happening of any event during that makes any statement of a material fact made in the period Shelf Registration Statement, the shelf registration statement is effective as Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that the Company determines in its good faith judgment that the disclosure of such fact or happening or event at such time would have a result material adverse effect on the business, financial condition, operations or prospects of which such shelf registration statement the Company or the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed); and if at any time the SEC shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use its best reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (v) subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(a)(iv)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Shelf Registration Statement or related prospectus contains Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omits omit to state any material fact required necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) furnish to each Holder in connection with such sale, if any, before filing with the SEC, copies of the Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review and reasonable comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holder shall reasonably object within five Business Days after the receipt thereof; a Holder shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be stated therein filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleadingmisleading or fails to comply with the applicable requirements of the Securities Act; (evii) furnish Holders with as soon as reasonably practicable prior to the filing of any document that is to be incorporated by reference into the Shelf Registration Statement or Prospectus, provide copies of such document to each Holder in connection with such sale, if any, make the Company’s representatives available for discussion of such document and other customary due diligence matters for a period of at least five Business Days, and, if appropriate, include such information in such document prior to the filing thereof as such Holder may reasonably request; (viii) make available at reasonable times for inspection by each Holder and any correspondence attorney or accountant retained by such Holder, all financial and other records, pertinent corporate documents of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with the SEC Shelf Registration Statement or any state post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons, unless (A) disclosure of such information on a non-confidential basis is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information on a non-confidential basis is required by law (including any disclosure requirements pursuant to federal securities authority laws in connection with the filing of the Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (D) such information becomes available to such person from a source other than the Company and its subsidiaries and such source is not known, after due inquiry, by such person to be bound by a confidentiality agreement; provided further, that the foregoing investigation shall be coordinated on behalf of such persons by one representative designated by and on behalf of such persons and any such confidential information shall be available from such representative to such persons so long as any person agrees to be bound by such confidentiality agreement; (ix) if requested by any Holder in connection with such sale, as soon as reasonably practicable include in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holder may reasonably request to have included therein, including, without limitation, information relating to the shelf registration statement “Plan of Distribution” of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or prospectuspost-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; (fx) furnish to each Holder in connection with such sale, if any, without charge, at least one copy of the Shelf Registration Statement, as first filed with the SEC, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (xi) deliver to each Holder, without charge, such number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; (xii) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to the Shelf Registration Statement as may be reasonably requested by such Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the Company shall: (1) upon the request of any Holder (or, in the case of paragraph (B) below, upon the request of the Holders of a majority in principal amount of the Securities covered by the Shelf Registration Statement, provided that Holders of Common Stock issued upon the conversion of the Initial Securities shall be deemed to be Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted and, provided, further, that such request is made in writing prior to the date on which the Shelf Registration Statement is declared effective), furnish (or in the case of paragraph (B) below, use its best reasonable efforts to cause to be furnished) to such Holder, upon the effectiveness of the Shelf Registration Statement: (A) a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Sections 2.6 and 6.5(a) of the Placement Agreement and such other similar matters as such Holder may reasonably request; (B) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of independent counsel to the Company, covering matters of the type customarily covered in opinions of issuer’s counsel requested in underwritten offerings, such as the effectiveness of the Shelf Registration Statement and such other matters as may be reasonably requested by such Holders; without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Shelf Registration Statement or the related Prospectus; and (2) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (1) above and with any customary conditions contained in any agreement entered into by the Company pursuant to this clause (xii); (xiii) prior to any public offering of Transfer Restricted Securities, take such action as is reasonably required under the securities or blue sky laws of such jurisdictions within the United States of America as the Selling Holders may request to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where the Company is not now so qualified or to take any action that would subject the Company to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where the Company is not now so subject; (xiv) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities; (xv) use its best reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xiii) above; (xvi) otherwise use its best reasonable efforts to comply with all applicable rules and regulations of the SEC, including making and make generally available to its security holders an with regard to the Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering at least 12 months which shall satisfy a twelve-month period beginning after the provisions effective date of the Shelf Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Securities Act); (xvii) provide promptly to each Holder, upon request, each document filed with the SEC pursuant to the requirements of Section 11(a13 or Section 15(d) of the Securities Act and Rule 158 thereunder (or any similar provision then in force)Exchange Act; and (gxviii) obtain use its best reasonable efforts to cause the withdrawal of any order suspending the effectiveness Common Stock issuable upon conversion of the shelf registration statement at Initial Securities to be listed on the earliest possible timeNasdaq Stock Market or such other securities exchange or automated quotation system on which similar securities issued by the Company are then listed, to the extent such Common Stock satisfies applicable listing requirements.

Shelf Registration Statement. In connection with If the shelf issuance of the Merger Shares is exempt from registration under the Securities Act, by not later than fifteen (15) business days after the Closing, Buyer shall have filed a registration statement under the Securities Act on Form F-3 or S-3 (as applicable) (or any successor short form registration statement involving a similar amount of disclosure; or if then ineligible to use any such form, then any other available form of registration statement) for a public offering of the Merger Shares to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement made on an appropriate form (which shall be on Form S-3 if the Company is then eligible a continuous basis pursuant to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements Rule 415 of the Securities Act (including the rules "Shelf Registration Statement"); provided that Buyer may exclude from the Shelf Registration Statement the Shares of any Stockholder who has failed to provide Buyer with any information reasonably requested of such Stockholder in writing by Buyer in connection with the preparation of the Shelf Registration Statement." 4. Section 7.2(h) of the Agreement is hereby deleted in its entirety. 5. Seagate Technology, Inc. hereby agrees that it shall convert, into shares of Company Common Stock, its Convertible Note from the Company, in the maximum principal amount of $5,000,000, on or before the Closing Date, such conversion to be in accordance with the terms of such note. 6. The Company hereby represents and regulations promulgated thereunderwarrants to the Buyer and Sub that, as of the date hereof, the sum of (a) the total number of shares of Company Common Stock outstanding (assuming the conversion into Common Stock of all shares of Company Preferred Stock and the conversion of the Convertible Note held by Seagate (described in the preceding paragraph)) and (yb) not to contain any untrue statement the total number of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective shares issuable upon filing pursuant to Rule 462 under the Securities Act, (ii) exercise of outstanding options of the issuance by the SEC or any state securities authority of any stop orderCompany, injunction or other order or requirement suspending the effectiveness exclusive of the shelf registration statement or the initiation options for a total of any proceedings for that purpose311,900 shares of Common Stock granted in May 2000 which have an exercise price of $4.05 per share, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein does not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeexceed 35,170,345. [Signature pages follow.]

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) The Company shall file, as promptly as reasonably practicable following the date hereof (iand, for the avoidance of doubt, shall use reasonable best efforts to cause such filing to occur within ten (10) prepare and file with Business Days of the SEC the shelf registration statement on an appropriate form date hereof (which shall be on Form S-3 or fifteen (15) Business Days if the Company is then eligible to use a “well know seasoned issuer”)), a registration statement on Form S-3 or any successor form thereto (“Form S-3”) covering providing for an offering to be made on a continuous basis pursuant to Rule 415 under the applicable Registrable Securities, Securities Act (iia “Shelf Registration Statement”) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such registering all Registrable Securities then held by the Holders and including a plan and method of distribution substantially in accordance with the applicable plan form of distribution;Exhibit A hereto. (b) (i) within a The Company will use its reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable best efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, a Shelf Registration Statement to be effective as of the effective date of the Merger (or as soon as practicable thereafter) and keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 4.1. (c) At any time that a Shelf Registration Statement is effective, if one or more Holders deliver a notice to the Company (a “Take-Down Notice”) stating that such registration statementHolder(s) intend to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (such Underwritten Offering, a “Shelf Offering”), the Company shall promptly, and in a manner reasonably agreed with such Holder(s), amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering and take action to sell pursuant to such other means as are set forth in the plan of distribution. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time (subject to the limitations in the definition of Blackout Period), by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to such Holders a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement and during to the distribution Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company agrees to file with the SEC as soon as reasonably practicable after the shelf registration statement Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an appropriate form offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (which such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 if under the Securities Act or another appropriate form selected by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale permitting registration of such Registrable Transfer Restricted Securities for resale by the Holders in accordance with the applicable plan manner or manners reasonably designated by Holders of distribution; a majority in aggregate principal amount of Transfer Restricted Securities being sold (b) (i) within a reasonable time prior including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the filing of the shelf registration statement, any prospectus, any amendment Transfer Restricted Securities to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes be included in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) Shelf Registration Statement. The Company shall use all reasonable its best efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the each Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) pursuant to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when practicable following the shelf registration statement has become filing thereof and to keep each Shelf Registration Statement continuously effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, Act for two years after the date on which all the Notes are sold (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby including those sold pursuant to any agreement the over-allotment option granted to which the Company is a partyPurchasers in the Purchase Agreement) to the Purchasers (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), the representations and warranties of the Company contained in or such agreement shorter period ending when there cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Transfer Restricted Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeoutstanding.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company agrees to file with the SEC as promptly as practicable after the shelf registration statement Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an appropriate form offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (which such Registration Statement or Registration Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 if under the Securities Act or another appropriate form selected by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale permitting registration of such Registrable Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall use all commercially reasonable efforts to not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use all commercially reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable but in no event later than the Effectiveness Target Date and to keep each Shelf Registration Statement continuously effective under the Securities Act until the earlier of such date that is two years after the latest date of initial issuance of any of the Notes (the "Effectiveness Period") or the date that all Transfer Restricted Securities shall have been effectively registered under the Securities Act and disposed of in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior Registration Statement relating thereto or distributed to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing public pursuant to Rule 462 under the Securities Act, 144 or are saleable pursuant to paragraph (iik) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder 144 (or any similar provision provisions then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) The Company will upon written ---------------------------- request from the shelf Purchaser file a "shelf" registration statement on Form S-3 pursuant to be filed by Rule 415 under the Securities Act (the "Shelf Registration ------------------ Statement"), with respect to the sale of the Registrable Securities. The Company in accordance with Section 2.1 of this Agreement, the Company will shall use all commercially reasonable efforts to: (a) (i) prepare to have the Shelf Registration Statement declared effective by the Commission under the Securities Act as promptly as practicable thereafter and file to keep the Shelf Registration Statement effective for a period of 180 days. The Company's obligations with respect to the SEC the shelf registration statement on an appropriate form (which Shelf Registration Statement shall be on Form S-3 if subject to the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution;limitations set forth below. (b) (i) within a reasonable time prior Notwithstanding the foregoing, if the Company shall furnish to the filing Purchaser a certificate signed by the President of the shelf registration statementCompany stating that in good faith judgment of the Board of Directors of the Company, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents it would be seriously detrimental to the selling Holders Company and their counsel; its stockholders for a Shelf Registration Statement to be filed and fairly consider such reasonable changes in any such documents prior it is therefore essential to defer the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution Company shall have the right to defer such filing for a period of not more than 180 days after receipt of the registered Registrable Securities request of the Purchaser; provided, however, that the Company many not utilize this -------- ------- right more than once in any twelve-month period. (xc) In addition and without limitation, the Company shall not be obligated to comply in all material respects effect, or to take any action to effect, any registration pursuant to this Section 2; --------- (i) After the Company has effected three registrations requested by the Purchaser pursuant to this Section 2 and such registrations have --------- been declared or ordered effective; or (ii) During the period starting with the requirements date 60 days prior to the Company's good faith estimate of the Securities Act (including date of filing of, and ending on a date 90 days after the rules and regulations promulgated thereunder) and (y) not effective date of, a registration subject to contain any untrue Section ------- 3 hereof; provided that the Company is actively employing in good faith all - commercially reasonable efforts to cause such registration statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;become effective. (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when It shall be a condition precedent to the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties obligations of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives take any notification action pursuant to this Section 2 with respect to the suspension --------- Registrable Securities of the qualification of Purchaser that the Purchaser furnish to the Company such information regarding itself, the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purposeheld by it, and (iv) the intended method of the happening disposition of any event during the period the shelf registration statement is effective such securities as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact shall be required to be stated therein or necessary to make effect the statements therein not misleading; (e) furnish Holders with copies registration of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timesuch Holder's Registrable Securities.

Shelf Registration Statement. In connection with (a) The Company shall: (i) prepare and, no more than 45 days after the shelf registration statement to be filed by the Company in accordance with Section 2.1 date of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC a Registration Statement in respect of all the shelf registration statement Registrable Securities on an appropriate form (which shall for a secondary offering to be made on Form S-3 if a continuous basis by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under 415 (the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force"Shelf Registration Statement"); and (gii) obtain subject to Section 3 hereof, use its best efforts to cause the withdrawal Shelf Registration Statement to become effective as soon as practicable after such filing. In addition to the Registrable Securities, the Company may include in the Shelf Registration Statement shares of any order suspending the effectiveness Common Stock held by TLC The Laser Center Inc., ▇▇▇▇▇▇▇▇ Electro-Optics, Inc. and such other parties as may be agreed to by Purchasers holding a majority of the shelf Preferred Stock and Conversion Shares then outstanding. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective at all times until such date as is the earlier of : (i) the date on which all of the Registrable Securities have been sold, (ii) the date on which all of the Registrable Securities may be immediately sold to the public without registration statement at conditions or limitations whatsoever (including limitations or restrictions related to affiliates), whether pursuant to Rule 144 or otherwise, and (iii) subject to this Section and Section 3, the date which is 30 months after the date hereof. (The period of time commencing on the date the Shelf Registration Statement is declared effective and, subject to this Section and Section 3, ending on the earliest possible timeof the foregoing dates is referred to as the "Registration Period.") Subject to Section 3 hereof, the Company shall use its best efforts to amend or supplement the Prospectus contained in the Shelf Registration Statement in order to permit such Prospectus to be lawfully delivered until the end of the Registration Period. The Registration Period shall be extended by duration of (i) any period during which a Holder is unable to utilize the Prospectus until the Company amends or supplements the related Registration Statement pursuant to Section 4(h), and (ii) any Blackout Period. (c) In addition to complying with the requirements of Section 4, in connection with the Shelf Registration Statement, the Company shall (i) mail to each Holder a copy of the Prospectus forming part of the Shelf Registration Statement, and (ii) otherwise comply in all respects with all applicable federal securities laws, rules and regulations. (d) Each Holder shall notify the Company at least five business days prior to any sale of Registrable Securities by such Holder pursuant to the Shelf Registration Statement. During such five-day period, the Company shall have the right to notify Holder that the Holder may not sell Registrable Securities pursuant to the Shelf Registration Statement due to either a Blackout Period or Holdback Period then being in effect or then being invoked. Upon such notice being provided, Holder shall not sell any Registrable Securities pursuant to the Shelf Registration Statement until the Company has notified Holder that the Blackout Period or Holdback Period, as applicable, is no longer in effect. (e) Subject to Sections 3 and 4 hereof, the Company shall promptly supplement or amend the Shelf Registration Statement if required by the Securities Act to keep such Registration Statement effective during the Registration Period, or if reasonably requested by the Holders of at least 30% of the Registrable Securities then transferrable pursuant to such Shelf Registration Statement. (f) Each Holder shall notify the Company promptly, but in any event within three business days, after the date on which all Registrable Securities owned by such Holder have been sold by such Holder so that the Company may comply with its obligation to terminate the Shelf Registration Statement in accordance with Item 512 of Regulation S-K.

Shelf Registration Statement. In connection (c) If the Holders of a majority of the Transfer Restricted Securities outstanding as of the Closing Date so elect (with the shelf registration statement holders of Common Stock constituting Transfer Restricted Securities being deemed to be filed Holders of the number of Shares converted by them into such Common Stock for purposes of such calculation), an offering of Transfer Restricted Securities pursuant to the Company Shelf Registration Statement may be effected in accordance with Section 2.1 the form of an Underwritten Offering; provided, however, that notwithstanding -------- ------- anything contained in this AgreementAgreement to the contrary, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may not be required to undertake more than one such Underwritten Offering during any consecutive 12-month period. The Holders of the Transfer Restricted Securities to be registered shall pay all underwriting discounts and as reasonably necessary in order to permit the offer and sale commissions of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement Underwriters and the related prospectus fees and expenses of any amendment or supplement thereto, as of counsel for the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;Holders. (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when If any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance Transfer Restricted Securities covered by the SEC or any state securities authority Shelf Registration Statement are to be sold in an Underwritten Offering, the Underwriter(s) that will administer the offering will be selected by the Company and shall be a nationally recognized investment bank(s) reasonably satisfactory to the Holders of any stop order, injunction or other order or requirement suspending the effectiveness a majority of the shelf registration statement or the initiation outstanding Transfer Restricted Securities (with holders of any proceedings for that purpose, (iii) if, between the effective date Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the shelf registration statement and the closing number of any sale Shares converted by them into such Common Stock for purposes of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;calculation). (e) furnish The Company will mail only one request (the "Request") for information for use in connection with any Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein to Holders with copies of any correspondence with the SEC or any state securities authority relating Transfer Restricted Securities as of the close of business on a business day selected by the Company to be no more than three business days prior to the shelf registration statement or prospectus; date the Request is mailed. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to this Agreement, unless (fi) comply with all applicable rules and regulations such Holder furnishes to the Company in writing, within 10 business days after the Request is mailed, the information requested therein, including the identity of the SECbeneficial owner for whom any Holder may be acting as nominee, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy or (ii) follows the provisions of procedure set forth in Section 11(a5(c) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timehereof.

Shelf Registration Statement. In connection As soon as practicable but no later than thirty (30) Business Days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to be filed such filing) on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. 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, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with Section 2.1 of this Agreementthe terms hereof, the Company will use commercially reasonable efforts to: (a) (i) and shall prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable SecuritiesCommission such amendments, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicableincluding post-effective amendments, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to keep a Shelf Registration Statement continuously effective, available for use to permit the offer and sale of such all Holders named therein to sell their Registrable Securities included therein and in accordance compliance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements provisions of the Securities Act (including until such time as there are no longer any Registrable Securities. If, at any time the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement Company shall have qualified for the use of a material fact Registration Statement on Form S-3 or omit any other form which permits incorporation of substantial information by reference to state a material fact required to be stated therein or necessary to make other documents filed by the statements therein not misleading; (d) notify each Holder Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall, as soon as reasonably practicablepractical, and, if requested by convert such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is outstanding Shelf Registration Statement on Form S-1 into a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeShelf Registration Statement on Form S-3.

Shelf Registration Statement. (a) In connection with the shelf registration statement event that (i) changes in law or in currently applicable interpretations of the Staff of the SEC do not permit the Company to be filed effect such an Exchange Offer, (ii) the Exchange Offer Registration Statement is not declared effective within 210 calendar days of the Issue Date, (iii) any Holder notifies the Company on or by the 20th Business Day following consummation of the Exchange Offer that (a) it is prohibited by law or SEC policy from participating in the Exchange Offer, (b) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company (each such event referred to in accordance with Section 2.1 of this Agreementclauses (i), (ii) and (iii), a "Shelf Filing Event"), the Company will use commercially reasonable efforts to: will, at its cost, (a) (i) prepare and use its reasonable ------------------ best efforts to file with the SEC the a shelf registration statement (the "Shelf ----- Registration Statement") covering resales of the Notes, on an appropriate form or prior to the later ---------------------- of (x) 30 days after the Shelf Filing Event or (y) 120 days after the Issue Date, (b) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 90th day after such obligation arises and (c) use its reasonable best efforts to keep continuously effective the Shelf Registration Statement until two years after the Issue Date or such shorter period that will terminate when all the Notes covered by such Shelf Registration Statement have been sold pursuant thereto (the "Effectiveness Period"). The Company will, in the event the Shelf -------------------- Registration Statement is filed, provide to each Holder copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement for the Notes has become effective and take such other actions as are reasonably required to permit unrestricted resales of the Notes. Holders will be required to deliver information to be used in connection with the Shelf Registration Statement in order to have their Transfer Restricted Notes included in the Shelf Registration Statement. The Shelf Registration Statement shall be on Form S-3 if S-1 or another appropriate form permitting registration of such Transfer Restricted Notes for resale by Holders in the manner or manners designated by them and set forth in such Shelf Registration Statement (including, without limitation, one or more underwritten offerings). The Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, shall not permit and (iv) file with the SEC prospectuses and prospectus supplements as may shall not be required and as reasonably necessary in order to permit any securities other than the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior Transfer Restricted Notes to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes be included in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeShelf Registration Statement.

Shelf Registration Statement. In connection (a) As soon as practicable but no later than forty-five (45) calendar days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to be filed such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) 90 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of Business Days that the Commission remains closed for operations. 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, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with Section 2.1 of this Agreementthe terms hereof, the Company will use commercially reasonable efforts to: (a) (i) and shall prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable SecuritiesCommission such amendments, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicableincluding post-effective amendments, and (iv) file with the SEC prospectuses and prospectus supplements as may be required necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders and as reasonably necessary in order promptly as practicable after being permitted to permit register additional shares under Rule 415 under the offer Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and sale cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 90 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Registrable Securities Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in accordance with writing, whichever is earlier) by the applicable plan Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Additional Effectiveness Deadline”); provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of distribution;Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 2. (b) Subject to Section 2.3 and Section 2.4, (i) within any Significant Holder or (ii) the Holders of a reasonable majority-in-interest of the then outstanding number of Registrable Securities (the “Demanding Holders”), may make a written demand from time prior to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the filing Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such shelf registration statement or post-effective amendment is not automatically effective upon filing Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to Rule 462 under the Securities Act, (iithis subsection 2.1.1(b) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification any or all Registrable Securities in any twelve (12) month period; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities for sale requested by the Demanding Holders to be registered on behalf of the Demanding Holders in any jurisdiction or such Shelf Underwriting have been sold; and provided, further, that the initiation number of any proceeding Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such purposeDemanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, and if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (ivcollectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the happening Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of any event during record of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the period the shelf registration statement is effective as a result of which Demanding Holder requesting such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits Underwritten Block Trade shall use commercially reasonable efforts to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence work with the SEC or any state securities authority relating Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeUnderwritten Block Trade.

Shelf Registration Statement. In connection (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement to be filed by (the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a"Shelf Registration Statement") (i) prepare and file with the SEC the shelf registration statement on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (which B) shall be on Form S-3 if use its best efforts to have such Shelf Registration declared effective by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof SEC as soon as practicablepracticable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary amended in order to permit the offer and sale Prospectus included therein to be lawfully delivered by the Holders of such the Registrable Securities in accordance with during each Permitted Trading Period (as defined below) for the applicable plan of distribution; (b) (i) within a reasonable time prior Holders subject to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewithSection 2.6(a), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; or at all times (cexcept during a General Blackout Period) use for all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement theretoother Holders, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between beginning on the effective date of the shelf registration statement Shelf Registration Statement and ending on the closing earlier of any sale of securities covered thereby pursuant to any agreement to (i) the date on which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision 5 having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any jurisdiction such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the initiation of SEC. (c) If at any proceeding for such purpose, and (iv) time the Majority Holders request in writing that all or any part of the happening of any event during Registrable Securities covered by the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement Shelf Registration Statement be offered by means of a material fact or omits to state any material fact required firm commitment Underwritten Offering, the Company shall cause to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence filed with the SEC as soon as practicable any necessary or any state securities authority relating appropriate supplement to the shelf Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration statement or prospectus; shall be selected by the Company, subject to the approval of such Majority Holders (f) comply with all applicable rules and regulations of the SEC, including making available such approval not to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcebe unreasonably withheld); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) On or prior to the later to occur of (x) the Closing and (y) the date on which the Company has filed the Form 8-K (which shall be no later than 71 days following the initial Form 8-K announcing the Closing) including financial information required by Item 9.01(a) in relation to the Acquired Companies, or to the extent the Company cannot satisfy the requirements of Item 9.01(a) of Form 8-K prior to such 71 days, the date on which the SEC provides relief from such Form 8-K requirement, the Company shall have filed a registration statement covering the registration of all Shares held by the Company Stockholders as of Closing and shall use its reasonable best efforts to maintain an effective registration statement on Form S-3 (“Form S-3”), or if the Company is not eligible to use Form S-3, an effective registration statement on Form S-1, or any successor forms thereto, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (any such registration statement, a “Shelf Registration Statement”), which may be in the form of an automatic shelf registration statement to be filed (as defined in Rule 405 under the Securities Act), if available, or any other registration statement registering all Registrable Securities held by the Company Stockholders as of Closing. For the avoidance of doubt, a filing prior to the expiration of the Lock Up Period shall not on its own be deemed a waiver of the provisions of 1.9(a) hereof. For the avoidance of doubt, the Company may satisfy its obligations with respect to the effectiveness of a Shelf Registration Statement by filing with the Commission and providing the Company Stockholders with a prospectus supplement under a “universal” or other Shelf Registration Statement of the Company that also registers sales of securities for the account of the Company or other holders (provided that, for the avoidance of doubt, the Company shall comply with all of its other obligations under this Agreement with respect to a Shelf Registration Statement, including Section 1.2(b)), it being agreed that, if available, the Company shall file such a prospectus supplement in accordance with lieu of a new Shelf Registration Statement, unless the Company and the Company Stockholders otherwise agree. (b) Subject to Section 2.1 1.2(c), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which the total amount of Registrable Securities as of such date is not a Registrable Amount; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing written notice to the Company is then eligible Stockholders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Company Stockholder to suspend the use Form S-3) covering of the applicable prospectus for sales of Registrable SecuritiesSecurities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, (ii) file amendments thereto the Company shall deliver to such Company Stockholder a certificate signed by the chief executive officer, the chief financial officer or the general counsel of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Company Stockholder, the Company to the extent necessary shall as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and promptly as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within practicable prepare a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, post-effective amendment or supplement to a prospectus the Shelf Registration Statement or the prospectus, or any free writing prospectus (in each case including all exhibits filed therewith)document incorporated therein by reference, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in or file any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment other required document or supplement theretofinancial statements, so that, as thereafter delivered to purchasers of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;. The Company shall promptly, not more than two (2) Business Days, provide written notice to the Company Stockholders whose Registrable Securities are registered under the Shelf Registration Statement of the expiration of any Blackout Period. (d) notify At any time that a Shelf Registration Statement is effective, if one or more Demanding Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demanding Shareholder intends to (i) sell a Registrable Amount of Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demanding Shareholder) on the Shelf Registration Statement in an Underwritten Offering or (ii) distribute Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be distributed by such Demanding Shareholder) on the Shelf Registration Statement (each, a “Shelf Offering”), the Company shall, promptly, and in a manner reasonably agreed with such Demanding Shareholder(s) (and in any event within (i) five (5) Business Days after the receipt of a Take-Down Notice for any Marketed Underwritten Shelf Offering, (ii) two (2) Business Days after the receipt of a Take-Down Notice for any Non-Marketed Underwritten Shelf Offering and (iii) one (1) Business Day after receipt of a Take-Down Notice for any other Shelf Offering, in each Holder case, unless a longer period is agreed to by the Demanding Shareholder(s) representing a majority of the Registrable Securities that made the Take-Down Notice), amend or supplement the Shelf Registration Statement as soon as reasonably practicablemay be necessary in order to enable such Registrable Securities to be sold or distributed pursuant to the Shelf Offering. The Demanding Shareholder(s) holding a majority of the Registrable Securities to be sold or distributed in the Underwritten Offering shall have the right to select the underwriter(s) for any Underwritten Offering conducted pursuant to a Take-Down Notice (which shall consist of one or more reputable nationally-recognized investment banks), andsubject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Demanding Shareholders may demand, pursuant to this Section 1.2(d), (i) in the aggregate, not more than six (6) Shelf Offerings and (ii) not more than three (3) Shelf Offerings in any twelve (12)-month period. (e) The Company shall not be obligated to effect any Shelf Offering (A) within 60 days of an Underwritten Offering in which the Company Stockholders were offered “piggyback” rights pursuant to Section 1.1 (subject to Section 1.1(b)) and at least 80% of the number of Registrable Securities requested by the Company Stockholders to be included in such Underwritten Offering were included and sold or (B) within 60 days of the completion of any Shelf Offering. (f) In the event any Company Stockholder requests to participate in a registration pursuant to this Section 1.2 in connection with a Permitted Distribution in Kind, such registration shall provide for resale by such members, shareholders, partners or other direct or indirect holders of interests, if requested by the Company Stockholder and subject to such Holdermembers, confirm shareholders, partners or other direct or indirect holders of interests providing such advice in writing, (i) when cooperation to the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective Company as would be required if such shelf registration statement partners or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 members were Company Stockholders under the Securities Actthis Agreement. Furthermore, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, will assist with such Permitted Distribution in Kind in the representations manner reasonably requested by such Company Stockholder and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification compliance with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeExchange Act, as applicable.

Shelf Registration Statement. In connection with On or prior to the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this AgreementFiling Deadline, the Company will use commercially reasonable efforts to: (a) (i) shall prepare and file with the SEC Commission a Registration Statement covering the shelf registration statement resale of all of the Registrable Securities not previously covered by an existing and effective Registration Statement for an offering to be made on an appropriate form a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (which the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 F- 1 or S-1 (or such shorter registration form as may then be available to the Company), as may then be applicable to the Company, and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company is then eligible that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a continuous basis as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use Form S-3) covering its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission to permit offers and sales of the Registrable SecuritiesSecurities pursuant to the Initial Registration Statement, or (ii) withdraw the Initial Registration Statement and file amendments thereto as warrantedone or more new registration statements (together, (iii) seek the effectiveness thereof as soon as practicable“New Registration Statement”), and (iv) file in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on the applicable form; provided, however , that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit Commission for the offer and sale registration of such all of the Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statementSEC Guidance, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partywithout limitation, the representations Compliance and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification Disclosure Interpretation 612.09 with respect to the suspension Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the qualification number of the Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for sale the registration of all or a greater number of Registrable Securities), unless otherwise directed in any jurisdiction writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement or the initiation of any proceeding for such purposePlacing Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by holders of Warrant Shares (ivapplied, in the case that some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held by such Holders), and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares and Warrant Shares held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) of or (ii) above, the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits Company will use its commercially reasonable efforts to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence file with the Commission, as promptly as allowed by Commission or SEC or any state securities authority relating Guidance provided to the shelf Company or to registrants of securities in general, one or more registration statement or prospectus; statements on the applicable form (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force“Remainder Registration Statements”); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf Shelf Registration Statement, the Issuers and the Guarantors shall: (i) comply with all the provisions of Section 6(c) below and use all of their respective commercially reasonable efforts to effect such registration statement to be filed by permit the Company sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 2.1 of this Agreement4(b) hereof), and pursuant thereto the Company Issuers and the Guarantors will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC Commission a Registration Statement relating to the shelf registration statement on an any appropriate form (under the Act, which form shall be on Form S-3 if available for the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable the Transfer Restricted Securities in accordance with the applicable plan intended method or methods of distribution;distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and (bii) (i) within a reasonable time prior issue, upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement; provided that such Holder provides all documentation reasonably requested by the Issuers in connection with such issuance, Exchange Notes having an aggregate principal amount equal to the filing aggregate principal amount of Initial Notes sold pursuant to the Shelf Registration Statement and surrendered to the Issuers for cancellation; the Issuers shall register Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate. (iii) At any time after the effectiveness of the shelf registration statementShelf Registration Statement, if Issuers determine in good faith for valid business reasons not to disclose the existence of or facts surrounding any prospectusproposed or pending material corporate transaction or other material development involving the Issuers or the Guarantors, the Issuers may allow the Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to forty-five (45) days in any amendment three-month period or ninety (90) days in any year during the two-year period of effectiveness required by Section 4 hereof and no Additional Interest shall become payable by the Issuers or the Guarantors as a result of any such Shelf Registration Statement failing to a registration statement, amendment or supplement to a prospectus be effective or any free writing prospectus (in each case including all exhibits filed therewithsuch Prospectus being unusuable pursuant to this Section 6(b)(iii). Upon the occurrence of a transaction or development described above, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to Issuers shall notify the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder promptly as soon as reasonably practicable, practicable and, if requested by such HolderHolders, confirm such advice notice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement The Holder hereby requests that General Motors, and General Motors shall, subject to be filed by the Company in accordance with Section 2.1 of this Agreement2.8 hereof, the Company will use commercially reasonable efforts to: (a) (i) to prepare and file with the SEC the shelf and have declared effective as promptly as practicable a registration statement on an appropriate form (which shall be the "Shelf Registration Statement") on Form S-3 if under the Company is then eligible Securities Act relating to use Form S-3) covering the applicable offer and sale by the Holder at any time and from time to time on a delayed or continuous basis in accordance with Rule 415, through such method or methods of distribution as the Holder shall select, and in accordance with this Agreement, but only after August 19, 2000, of all of the Registrable Securities, (ii) file amendments thereto and, subject to Sections 2.8 and 3.2, General Motors shall use commercially reasonable efforts to keep the Shelf Registration Statement effective under the Securities Act for so long as warrantedpermitted by Rule 415 or, (iii) seek if earlier, until the effectiveness thereof as soon as practicableearlier of the time when no Holder owns any Registrable Securities or the second anniversary of the date hereof. In the event the Shelf Registration Statement cannot be kept effective for such period, General Motors shall, subject to Sections 2.8 and (iv) 3.2 hereof, use commercially reasonable efforts to prepare and file with the SEC prospectuses and prospectus supplements have declared effective as promptly as practicable another registration statement on the same terms and conditions as the initial Shelf Registration Statement and such registration statement shall be considered the Shelf Registration Statement for purposes hereof. General Motors shall supplement and amend the Shelf Registration Statement to include therein any securities other than the Shares that become Registrable Securities or to reflect changes in the manner of distribution reasonably requested by the Holder. It is understood and agreed that General Motors may be required and as reasonably necessary in order to permit the offer also register for public offering and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior pursuant to the filing Shelf Registration Statement, initially or by amendment, securities other than Registrable Securities, but in doing so shall not limit or expand any Holder's rights hereunder (including any limitation arising by application of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of applicable rules under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in sold pursuant to such Shelf Registration Statement by any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as Person other than a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forceHolder); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) As soon as practicable but no later than sixty (60) Business Days after the shelf registration statement later of (x) the first anniversary of the date hereof or (y) the first date upon which the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to be other documents filed by the Company with the Commission (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. 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, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with Section 2.1 of this Agreementthe terms hereof, the Company will use commercially reasonable efforts to: (a) (i) and shall prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable SecuritiesCommission such amendments, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicableincluding post-effective amendments, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to keep a Shelf Registration Statement continuously effective, available for use to permit the offer and sale of such all Holders named therein to sell their Registrable Securities included therein and in accordance compliance with the applicable plan provisions of distribution;the Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, at any time after the effectiveness of the Shelf Registration Statement, the Demanding Holders may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (ia “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within a reasonable time prior to five (5) days after the filing receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such shelf registration statement or post-effective amendment is not automatically effective upon filing Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate an aggregate of two (2) Shelf Underwritings pursuant to Rule 462 under the Securities Act, (iithis subsection 2.1.1(b) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to any or all Registrable Securities, which number of Shelf Underwritings that the suspension Company shall be required to facilitate shall be reduced by the number of the qualification any Demand Registrations pursuant to subsection 2.1.2; provided, however, that, in each case, a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities for sale in any jurisdiction or requested by the initiation of any proceeding for such purpose, and (iv) Demanding Holders to be registered on behalf of the happening of any event during the period the shelf registration statement is effective as a result of which Demanding Holders in such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeShelf Underwriting have been sold.

Shelf Registration Statement. In connection The Partnership and the Guarantors shall file with the shelf registration statement Commission a Registration Statement for an offering to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) made on a continuous basis pursuant to Rule 415 covering (i) prepare all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the "Shelf Registration Statement"). The Partnership and the Guarantors shall use their respective reasonable efforts to file with the SEC Commission the shelf registration statement Shelf Registration Statement as soon as practicable and in any event on an appropriate form (which or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale or another appropriate form permitting registration of such Registrable Securities for resale by Holders in accordance with the applicable plan of distribution; manner or manners designated by them (b) (i) within a reasonable time prior but not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the filing of Shelf Registration Statement. The Partnership and the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and Guarantors shall use their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all respective reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act on or prior to the date that is 180 days after delivery of the Shelf Notice and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is two years from the Closing Date (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact such shorter restrictive period as may be required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the 144(k)) or such shorter period ending when all Registrable Securities Act, (ii) of the issuance covered by the SEC Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in all material respects or if respect of the Company receives any notification with respect Shelf Registration Statement shall be extended to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact extent required to be stated therein or necessary permit dealers to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence comply with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations prospectus delivery requirements of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of Rule 174 under the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeas otherwise provided herein.

Shelf Registration Statement. In connection with (a) From and after the date hereof, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is greater than the Registrable Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) Business Days after receipt of a Shelf Notice pursuant to be filed by Section ‎4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement, including a Permitted Distribution in Kind, by delivering to the Company a written request to so participate within ten (10) Business Days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 2.1 ‎4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) the date on which all of the Registrable Securities included in such Shelf Registration Statement have been sold; and (ii) the date on which this Agreement terminates pursuant to Section ‎6.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing written notice to the Company is then eligible holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use Form S-3) covering of the applicable prospectus for sales of Registrable Securities, Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) file amendments thereto as warrantedof the definition thereof, the Company shall deliver to the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (iiiii) seek of the effectiveness thereof as soon as practicabledefinition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Stockholders of any such determination, and each Demand Stockholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ivii)(y) file with of the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale definition of such Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities in accordance with for the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing duration of the shelf registration statementBlackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, any prospectuspublication, any amendment to a registration statementdissemination or distribution of the Shelf Registration Statement, amendment or supplement to a each prospectus or any free writing prospectus (in each case including all exhibits filed therewith)included therein, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as thereto by it and any of its Affiliates for the duration of the effective date Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Stockholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such registration statementnotice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement and during to the distribution Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;. (df) notify each Holder as soon as reasonably practicable, andAt any time that a Shelf Registration Statement is effective, if requested any Demand Stockholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such HolderDemand Stockholder) on the Shelf Registration Statement (a “Shelf Offering”), confirm then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such advice Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in writingconnection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section ‎4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such proposing Demand Stockholder(s) shall also deliver the Take-Down Notice to all other Demand Stockholders included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s), which shall be selected by the proposing Demand Stockholder(s), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed), advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section ‎4.1(g). Except as otherwise expressly specified in this Section ‎4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this ‎Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section ‎4.1(e) and Section ‎4.1(g). (g) If any Demand Stockholder so elects, a Shelf Offering may be in the form of a block sale to one or more financial institutions for resale pursuant to a Shelf Registration Statement (a “Block Trade”). If a Demand Stockholder wishes to engage in a Block Trade, the Demand Stockholder shall notify the Company five (5) Business Days prior to the day such Block Trade is to commence (unless a longer period is agreed to by the Demand Stockholder). The Company shall use commercially reasonable efforts to facilitate any Block Trade (which may close as early as two (2) Business Days after the date it commences) consistent with its obligations under this Article 4. (h) The Demand Stockholders may demand, pursuant to Section ‎4.3(f) and Section ‎4.3(g), (i) when in the shelf registration statement has become effective aggregate, not more than six (6) Shelf Offerings and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) not more than three (3) Shelf Offerings in any twelve (12) month period. Additionally, the Company shall not be obligated to effect any Shelf Offering (A) within six (6) months of an Underwritten Offering in which the Demand Stockholders were offered “piggyback” rights pursuant to Section 4.2 (subject to Section 4.2(b)) and at least 80% of the issuance number of Registrable Securities requested by the SEC Demand Stockholders to be included in such Underwritten Offering were included and sold or any state securities authority (B) within one hundred twenty (120) days of the completion of any stop orderShelf Offering. (i) If any Demand Stockholder so elects, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purposea Shelf Offering may involve a Permitted Distribution in Kind, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which Company will reasonably facilitate such distribution in the Company is a party, the representations manner reasonably requested by such Demand Stockholder and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification compliance with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeExchange Act, as applicable.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will (a) Parent shall use its commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf to keep its registration statement on an appropriate form (which shall be on Form S-3 if (the Company is then eligible to use Form S-3“Shelf Registration Statement”) covering continuously effective under the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary Securities Act in order to permit the offer and Prospectus forming a part thereof to be usable by the Seller for the sale of such Registrable Securities in accordance with until the applicable plan date as of distribution; which there are no Registrable Securities outstanding. Without limiting the foregoing, Parent shall file on the Closing Date a Prospectus supplement naming the Seller (b) subject to receipt of information reasonably requested by Parent necessary to complete such Prospectus supplement). Except as would not materially restrict or impair Seller’s rights to use the Shelf Registration Statement, Parent hereby represents and warrants that (i) within a reasonable time prior the Shelf Registration Statement referred to the filing of the in this ‎Section 5.23 is an “automatic shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof ” as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements defined under Rule 405 of the Securities Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by Parent; (ii) at the time of initial filing of the Shelf Registration Statement and at the time of the most recent amendment thereto for purposes of compliance with Section 10(a)(3) of the Securities Act, and at the time Parent was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405; (iii) as of the date hereof, no order suspending the effectiveness of the Shelf Registration Statement has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against Parent or related to the offering has been initiated or threatened by the SEC; (iv) as of the applicable effective date of the Shelf Registration Statement and any amendment thereto, the Shelf Registration Statement complied and will comply with the Securities Act, and the rules and regulations promulgated of the SEC thereunder) , and (y) did not to and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; ; and (dv) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement Prospectus and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partyamendment or supplement thereto, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains Prospectus will not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If the continued use of the Shelf Registration Statement at any time would require Parent to make an Adverse Disclosure, Parent may, upon giving at least three days’ prior written notice of such action to the Seller, suspend use of the Shelf Registration Statement (an “Unusual Shelf Suspension”); provided that Parent shall not be permitted to exercise an Unusual Shelf Suspension (i) more than two times during any 12-month period or (ii) for a period exceeding 30 days on any one occasion. In addition, Parent may, upon giving at least three days’ prior written notice to the Seller, suspend the use of the Shelf Registration Statement during the regular quarterly period during which directors and officers of Parent are not permitted to trade under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of Parent then in effect until the expiration of such quarterly period (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”); provided that the right of Parent to cause a Regular Shelf Suspension shall not be applicable to holders of Registrable Securities for more than a total of 120 days during any 12-month period. In the case of a Shelf Suspension, the Seller shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. Parent shall immediately notify the Seller upon the termination of any Shelf Suspension. Parent shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by Parent for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act. (c) Notwithstanding anything to the contrary, none of Parent, Buyer or any of their respective Subsidiaries or Affiliates shall have any obligation to prepare any Prospectus supplement (other than a Prospectus supplement to an existing shelf registration statement to name the Seller as selling shareholder), participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters. (d) Parent shall indemnify the Seller and, the Seller’s officers, managers, partners and members, and each person or entity, if any, that controls the Seller within the meaning of the Securities Act or Exchange Act, as applicable, (each, an “Indemnitee”), against any and all Damages arising out of or based upon (a) any violation by Parent (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law or of any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities law applicable to Parent and relating to action or inaction required of Parent under this Section 5.23 or in connection with the Shelf Registration Statement or Prospectus or (b) any third party claim based upon any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433 under the Securities Act unless required to be filed as a result of its inclusion in a free writing prospectus prepared by the Seller without Parent’s prior written approval (for purposes of this section, the “Securities Act Information”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of ; provided, however, that Parent shall not be liable to any correspondence with the SEC such Indemnitee or any state securities authority relating to person who participates as an underwriter in the shelf registration statement offering or prospectus; (f) comply with all applicable rules and regulations sale of Registrable Securities or any other person, if any, who controls such underwriter within the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) meaning of the Securities Act, in any such case to the extent that any such Damages arise out of or are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Securities Act Information in reliance upon and Rule 158 thereunder in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to Parent for use in connection with the Securities Act Information contained therein by such Indemnitee or (ii) the Seller’s failure to send or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness give a copy of the shelf registration final, amended or supplemented prospectus furnished to the Seller by Parent at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement at the earliest possible timeor alleged untrue 57 statement or omission or alleged omission if such statement or omission was corrected in a final amended or supplemented Prospectus.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company The Issuer agrees that it will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC Commission (at the shelf Issuer’s sole cost and expense) a registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of promulgated under the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, andwhich, if requested by such Holder, confirm such advice Issuer is then a “well-known seasoned issuer” (as defined in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 405 under the Securities Act), (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby shall be filed pursuant to any agreement to which General Instruction I.D. of Form S-3) (an “Automatic Shelf Registration Statement”) registering the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification resale of the Registrable Securities (the “Registration Statement”) (x) on the date which is six (6) months following the Subscription Closing Date, unless counsel for sale in any jurisdiction or the initiation of any proceeding for Issuer shall have delivered to Subscriber and the Transfer Agent a legal opinion within five (5) business days prior to such purpose, and (iv) date that Subscriber does not constitute an affiliate of the happening Issuer under the Securities Act (and counsel for Subscriber agrees with such legal opinion) or (y) within ten (10) business days after Subscriber delivers a written request to file a Registration Statement, if at any time and from time to time after the date which is six (6) months following the Subscription Closing Date Subscriber requests counsel for the Issuer to deliver to Subscriber and the Transfer Agent a legal opinion in connection with a planned sale of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein Registrable Securities that Subscriber does not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations constitute an affiliate of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of Issuer under the Securities Act and Rule 158 thereunder counsel for the Issuer is unwilling or unable to deliver such a legal opinion within five (5) business days after receipt of such request or counsel for Subscriber does not agree with such legal opinion, and thereafter the Issuer shall use its commercially reasonable efforts, if the Registration Statement is not an Automatic Shelf Registration Statement, to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the date the Registration Statement is filed if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the 10th business day after the date the Issuer is notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Issuer to effect the registration of the Registrable Securities, and Subscriber shall use reasonable efforts to execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Following the Effectiveness Date, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any similar provision then in force); andapplicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Transfer Agent within five (5) business days of the Issuer’s receipt of such request. (gi) obtain All Registration Expenses shall be borne by the withdrawal Issuer. It is acknowledged that Subscriber shall bear, with respect to Subscriber’s Registrable Securities being sold, all underwriters’ commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any order suspending legal counsel representing Subscriber. (ii) As used in this Section 5 or elsewhere in this Subscription Agreement, the effectiveness of following terms shall have the shelf registration statement at the earliest possible time.following meanings:

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company shall, no later than the Filing Date, file with the SEC a Shelf Registration Statement (the shelf registration statement on an appropriate form “Initial Shelf”) relating to the offer and sale of the Registrable Securities by the Investors from time to time to permit the sale of Registrable Securities by the Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the SPA and, thereafter, shall use its best efforts to cause the Initial Shelf to be declared effective under the Securities Act no later than ninety (which 90) calendar days following the date first filed with the SEC. None of the Company’s securityholders (other than the Investors) shall be on Form S-3 if have the right to include any Securities of the Company is then eligible to use Form S-3on the Initial Shelf. (b) covering the applicable For so long as either Investor holds any Registrable Securities, (ii) file amendments thereto the Company shall use its best efforts to maintain an effective Shelf Registration Statement registering all unsold Registrable Securities. Subject to Section ‎4.3, the Company shall use its best efforts to keep a Shelf Registration Statement continuously effective, supplemented and amended as warrantedrequired by the provisions of Section ‎4.3(i), (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the Prospectus forming a part thereof to be usable by the Investors until the date that the Investors no longer hold Registrable Securities (such period, the “Resale Period”). The Company shall be deemed not to have used its best efforts to keep a Shelf Registration Statement effective during the Resale Period if the Company voluntarily takes any action that would result in the Investors’ not being able to offer and sale sell any of such Registrable Securities in accordance under such Shelf Registration Statement during that period, unless such action is (x) required by applicable Laws and the Company thereafter promptly complies with the applicable plan requirements of distribution; Section ‎4.3 or (by) (i) within a reasonable time prior permitted pursuant to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request;Section ‎4.3. (c) use all reasonable efforts For the avoidance of doubt, nothing in this Agreement shall require the Company to cause the shelf registration statement and the related prospectus and any amendment undertake or supplement thereto, as otherwise support an underwritten offering of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) unless the Company determines to comply do so in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;its sole discretion. (d) notify each Holder as soon as reasonably practicableFor the avoidance of doubt, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing sale made pursuant to Rule 462 under the Securities Act, (ii) Initial Shelf shall be subject to the Orderly Sale Arrangement set forth in Section 9 of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeSPA.

Shelf Registration Statement. In connection (a) The Company shall prepare and file with the Commission a shelf registration statement (as amended and supplemented from time to time, the "SHELF REGISTRATION STATEMENT") relating to the resale of the Registrable Securities (and which may also include certain warrants to purchase the Company's Common Shares in accordance with Rule 415 under the Securities Act) and will use its best efforts (i) to cause such Shelf Registration Statement to be filed declared effective as promptly as practicable, but in any event within 90 days of the date hereof and (ii) to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of the Registrable Securities (including, without limitation, the filing of any amendments or supplements to such Shelf Registration Statement or the prospectus or any prospectus supplements forming a part thereof), from the date on which the Commission declares effective the Shelf Registration Statement until the first anniversary of the date hereof. The prospectus forming a part of the Shelf Registration Statement shall include, in addition to the other items required therein, a "Plan of Distribution" section providing for, among other things, one or more sales of Registrable Securities by the Holders, from time to time, (x) in market transactions or in privately negotiated transactions or (y) as contemplated by Section 2.1(b) below, pursuant to an underwritten offering to be described in a prospectus supplement to such prospectus. The Stockholder will use reasonable efforts to notify the Company of the sale of the last of the Registrable Securities; PROVIDED, that the failure of the Stockholder to so notify the Company in accordance with Section 2.1 this sentence will not constitute a breach of any of the terms of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution;. (b) (i) within a reasonable time prior If the Stockholder so elects, the offering of Registrable Securities pursuant to the filing Shelf Registration Statement may be in the form of an underwritten offering. In such case, the shelf registration statementStockholder shall select the book-running and other managing underwriters in connection with such underwritten offering and any additional investment bankers and managers, any prospectusif any, any amendment to a registration statementbe used in connection with the offering, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents which are reasonably satisfactory to the selling Holders and their counselCompany; and fairly consider such reasonable changes in any such documents prior PROVIDED, that ▇▇▇▇▇▇▇ Sachs, if chosen by the Stockholder, shall be reasonably satisfactory to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeCompany.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Partnership shall file with the SEC reasonably promptly following the shelf date hereof (and in any event within 10 Business Days thereafter) one or more “shelf” registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) statements covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale resale of such Registrable Securities in accordance with for offerings to be made on a continuous basis pursuant to Rule 415 of the applicable plan Securities Act (the “Shelf Registration Statement”). Notwithstanding the foregoing, the Partnership shall be entitled to postpone the filing of distribution;a Shelf Registration Statement to the same extent that it is entitled to prohibit sales of Registrable Securities under an effective Shelf Registration Statement pursuant to Section 2.2(e) below. (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) The Partnership shall use all commercially reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of under the Securities Act (including by the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder SEC as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when practicable after the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing thereof pursuant to Rule 462 under the Securities ActSection 2.1(a), (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the and shall use all commercially reasonable efforts to keep such Shelf Registration Statement continually effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in until all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in covered by such Shelf Registration Statement cease to constitute Registrable Securities. For the avoidance of doubt, the Partnership’s obligation to any jurisdiction or particular Covered Person to use all commercially reasonable efforts to keep such Shelf Registration Statement effective shall cease upon such time as the initiation of Common Units delivered to such Covered Person pursuant to the Purchase and Sale Agreement cease to constitute Registrable Securities. Notwithstanding the foregoing, the Partnership shall be entitled to postpone causing any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required Shelf Registration Statement to be stated therein or necessary declared effective to make the statements therein not misleading;same extent that it is entitled to prohibit sales of Registrable Securities under an effective Shelf Registration Statement pursuant to Section 2.2(e) below. (ec) furnish Holders The Partnership shall be liable for and pay all Registration Expenses in connection with copies any Shelf Registration Statement, regardless of any correspondence with the SEC or any state securities authority relating to the shelf whether such registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeis effected.

Shelf Registration Statement. In connection The Company will use its best ---------------------------- efforts to: (A) file with the shelf registration statement SEC a Registration Statement for an offering to be filed made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement"), within 90 days of ---------------------------- the earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if -------- ------- the Company in accordance files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2.1 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended to ensure that it is available for resales of Notes by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to conform with the requirements of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement Act and the related prospectus and any amendment or supplement theretopolicies, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available as announced from time to its security holders an earnings statement covering at least 12 months which shall satisfy time, until the provisions second anniversary of the Issue Date, subject to extension pursuant to the last paragraph of Section 11(a) of 5 hereof (the "Effectiveness ------------- Period"), or such shorter period ending when all Transfer Restricted Securities ------ covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timewithout volume restrictions, if any.

Shelf Registration Statement. In connection with (a) Subject to the shelf terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to be filed by the Company in accordance with Section 2.1 of this AgreementParent, the Company will Trustees may by written notice delivered to Parent (the “Shelf Notice”) require Parent to use commercially reasonable efforts to:to file as soon as reasonably practicable (but in no event earlier than the expiration of the transfer restrictions set forth in Section 1.2), and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by the Trustees that equals or is greater than the Registrable Amount; provided the Trustees shall not provide a Shelf Notice that would require Parent to register Registrable Securities prior to the expiration of the transfer restrictions set forth in Section 1.2. Notwithstanding the foregoing, if Parent is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and Parent shall use reasonable best efforts to file, as soon as reasonably practicable following the expiration of the transfer restrictions set forth in Section 1.2, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Trustees. (ab) Subject to Section 3.3(c), Parent will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earliest of (i) prepare and file with three (3) years after the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, Shelf Registration Statement has been declared effective; (ii) file amendments thereto as warrantedthe date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) seek the effectiveness thereof date on which this Agreement terminates pursuant to Section 5.1. Subject to Section 3.3(c), if any Shelf Registration Statement ceases to be effective in accordance with clause (i) of the immediately preceding sentence, Parent will use its reasonable best efforts to as soon as practicablereasonably practicable cause a new Shelf Registration Statement to be filed and become effective under the Securities Act covering all Registrable Securities covered by such original Shelf Registration Statement that had not been sold thereunder. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled, from time to time, by providing written notice to the Trustees, to require the Trustees to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period and the Trustees agree to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities promptly upon receipt of such notice. (ivd) file with At any time that a Shelf Registration Statement is effective, if the SEC prospectuses and prospectus supplements Trustees deliver a notice to Parent stating that they intend to sell all or part of the Trustees’ Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), including in an Underwritten Offering, then Parent shall promptly amend or supplement the Shelf Registration Statement as may be required and as reasonably necessary in order to permit the offer and sale of enable such Registrable Securities in accordance with to be distributed pursuant to the applicable plan of distribution;Shelf Offering; provided, that Parent shall not be obligated to effect more than two (2) Shelf Offerings during any twelve (12)-month period or to effect any Shelf Offering for less than the Registrable Amount. (be) (iIn connection with any underwritten Shelf Offering, if the lead managing underwriter(s) within a reasonable time prior to advises Parent and the filing Trustees that, in its opinion, the inclusion of all of the shelf registration statementsecurities sought to be sold in connection with such Shelf Offering would adversely affect the price, any prospectus, any amendment to a registration statement, amendment timing or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall be included in such Shelf Offering only such securities as the Trustees are advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 3.1(f). Except as otherwise expressly specified in this Section 3.3, any Shelf Offering shall be subject to the requirements, limitations and other provisions of Section 3.1(e)(ii) and Section 3.1(i) as would be applicable to a Demand Registration (xi.e., as if such Shelf Offering were a Demand Registration). (f) to comply in all material respects with the requirements If any of the Registrable Securities Act is to be sold in an underwritten Shelf Offering initiated by the Trustees, the Trustees shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including the rules and regulations promulgated thereunderwhich such managing underwriters will serve as lead or co-lead) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification underwriters with respect to the suspension offering of the qualification of the such Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for Securities; provided, that such purpose, investment banker(s) and manager(s) shall be acceptable to Parent (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required acceptance not to be stated therein unreasonably withheld, conditioned or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcedelayed); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) The Company will use its reasonable best efforts, as soon as practicable but in no event later than 5:30 p.m., Eastern Time, on February 9, 2026, to file (i) a Form 8-K and any Form 8-K/A including the financial information required by Item 9.01(a) in relation to the Acquired Companies and (ii) an automatically effective registration statement on Form S-3 (the “Form S-3”) covering the registration of all Shares issued to the Company Stockholders at Closing. The Company shall further use its reasonable best efforts to maintain an effective registration statement on Form S-3. If the Company is not eligible to use Form S-3, the Company shall file an effective registration statement on Form S-1, or any successor forms thereto, providing for an offering of the Shares to be made on a continuous basis pursuant to Rule 415 under the Securities Act (any such registration statement, a “Shelf Registration Statement”), which may be in the form of an automatic shelf registration statement to be filed (as defined in Rule 405 under the Securities Act), if available, or any other registration statement registering all Registrable Securities held by the Company Stockholders as of Closing. For the avoidance of doubt, a filing prior to the expiration of the Lock Up Period shall not on its own be deemed a waiver of the provisions of 1.9(a) hereof. For the avoidance of doubt, the Company may satisfy its obligations with respect to the effectiveness of a Shelf Registration Statement by filing with the Commission and providing the Company Stockholders with a prospectus supplement under a “universal” or other Shelf Registration Statement of the Company that also registers sales of securities for the account of the Company or other holders (provided that, for the avoidance of doubt, the Company shall comply with all of its other obligations under this Agreement with respect to a Shelf Registration Statement, including Section 1.2(b)), it being agreed that, if available, the Company shall file such a prospectus supplement in accordance with lieu of a new Shelf Registration Statement, unless the Company and the Company Stockholders otherwise agree. (b) Subject to Section 2.1 1.2(c), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which the total amount of Registrable Securities as of such date is not a Registrable Amount; and (ii) the date on which this Agreement terminates pursuant to Section 3.1. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing written notice to the Company is then eligible Stockholders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Company Stockholder to suspend the use Form S-3) covering of the applicable prospectus for sales of Registrable SecuritiesSecurities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, (ii) file amendments thereto the Company shall deliver to such Company Stockholder a certificate signed by the chief executive officer, the chief financial officer or the general counsel of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Company Stockholder, the Company to the extent necessary shall as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and promptly as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within practicable prepare a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, post-effective amendment or supplement to a prospectus the Shelf Registration Statement or the prospectus, or any free writing prospectus (in each case including all exhibits filed therewith)document incorporated therein by reference, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in or file any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment other required document or supplement theretofinancial statements, so that, as thereafter delivered to purchasers of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;. The Company shall promptly, not more than two (2) Business Days, provide written notice to the Company Stockholders whose Registrable Securities are registered under the Shelf Registration Statement of the expiration of any Blackout Period. (d) notify At any time that a Shelf Registration Statement is effective, if one or more Demanding Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demanding Shareholder intends to (i) sell a Registrable Amount of Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demanding Shareholder) on the Shelf Registration Statement in an Underwritten Offering or (ii) distribute Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be distributed by such Demanding Shareholder) on the Shelf Registration Statement (each, a “Shelf Offering”), the Company shall, promptly, and in a manner reasonably agreed with such Demanding Shareholder(s) (and in any event within (i) five (5) Business Days after the receipt of a Take-Down Notice for any Marketed Underwritten Shelf Offering, (ii) two (2) Business Days after the receipt of a Take-Down Notice for any Non-Marketed Underwritten Shelf Offering and (iii) one (1) Business Day after receipt of a Take-Down Notice for any other Shelf Offering, in each Holder case, unless a longer period is agreed to by the Demanding Shareholder(s) representing a majority of the Registrable Securities that made the Take-Down Notice), amend or supplement the Shelf Registration Statement as soon as reasonably practicablemay be necessary in order to enable such Registrable Securities to be sold or distributed pursuant to the Shelf Offering. The Demanding Shareholder(s) holding a majority of the Registrable Securities to be sold or distributed in the Underwritten Offering shall have the right to select the underwriter(s) for any Underwritten Offering conducted pursuant to a Take-Down Notice (which shall consist of one or more reputable nationally-recognized investment banks), andsubject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Demanding Shareholders may demand, pursuant to this Section 1.2(d), (i) in the aggregate, not more than six (6) Shelf Offerings and (ii) not more than three (3) Shelf Offerings in any twelve (12)-month period. (e) The Company shall not be obligated to effect any Shelf Offering (A) within 60 days of an Underwritten Offering in which the Company Stockholders were offered “piggyback” rights pursuant to Section 1.1 (subject to Section 1.1(b)) and at least 80% of the number of Registrable Securities requested by the Company Stockholders to be included in such Underwritten Offering were included and sold or (B) within 60 days of the completion of any Shelf Offering. (f) In the event any Company Stockholder requests to participate in a registration pursuant to this Section 1.2 in connection with a Permitted Distribution in Kind, such registration shall provide for resale by such members, shareholders, partners or other direct or indirect holders of interests, if requested by the Company Stockholder and subject to such Holdermembers, confirm shareholders, partners or other direct or indirect holders of interests providing such advice in writing, (i) when cooperation to the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective Company as would be required if such shelf registration statement partners or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 members were Company Stockholders under the Securities Actthis Agreement. Furthermore, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, will assist with such Permitted Distribution in Kind in the representations manner reasonably requested by such Company Stockholder and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification compliance with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeExchange Act, as applicable.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) From and after the date that is three (i3) prepare months after the Closing Date, subject to the terms and file with conditions hereof, and further subject to the SEC the shelf availability of a registration statement on an appropriate form (which shall be on Form S-3 if or any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company is then eligible (the “Shelf Notice”) require the Company to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, andand to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, if requested a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such HolderDemand Stockholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, confirm such advice from and after the date that is three (3) months after the Closing Date, to the extent that the Company is a well-known seasoned issuer (as defined in writingRule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the date that is three (i3) when months after the Closing Date, the Shelf Registration Statement in the form of an automatic shelf registration statement has become effective and when (as defined in Rule 405 under the Securities Act) or any post-effective amendments and supplements successor form thereto become effective registering all Registrable Securities then held by such Demand Stockholders. Notwithstanding anything to the contrary, if such shelf registration statement or post-effective amendment in its reasonable best efforts, the Company is not automatically effective upon filing pursuant able to Rule 462 provide the financial statements regarding LVB required to be included in the Shelf Registration Statement under Regulation S-X promulgated under the Securities Act, it shall be deemed to be reasonably practicable to file the Shelf Registration Statement no later than six (6) months after the Closing Date (or, if later, two (2) months after the delivery of a Shelf Notice); provided that the Company will continue use its reasonable best efforts to complete such required financial statements as soon as possible after such three (3) month period or Shelf Notice, as applicable. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 4.3(d), the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities and (ii) the date on which this agreement terminates pursuant to Section 6.1. (d) If the continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice (which includes an approximation of the issuance by the SEC or any state securities authority of any stop orderanticipated delay or, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which if the Company is unable to provide an approximation of the anticipated delay, a party, signed certificate from the representations and warranties Chief Executive Officer or Chief Financial Officer of the Company contained certifying that, in such agreement cease to be true and correct in all material respects or if the good faith judgment of the Company, the Company receives any notification with respect is unable to provide an approximation of the anticipated delay) of such action to the suspension Demand Stockholders, suspend use of the qualification Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than two (2) times in any twelve (12) month period or (ii) for more than sixty (60) days during any six (6) month period. In the case of a Shelf Suspension, the Demand Stockholders agree to suspend use of the applicable prospectus and any Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities for sale in any jurisdiction or Securities, upon the initiation commencement of a Shelf Suspension. The Company shall as promptly as practicable notify the Demand Stockholders upon the termination of any proceeding for such purposeShelf Suspension, and (iv) of amend or supplement the happening of prospectus or any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Demand Stockholders such numbers of a material fact copies of the prospectus so amended or omits supplemented or any Free Writing Prospectus as the Demand Stockholders may reasonably request. The Company shall, if necessary, as promptly as practicable supplement or make amendments (including post-effective amendments) to state the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or as may reasonably be requested by any material fact required to be stated therein or necessary to make of the statements therein not misleading;Demand Stockholders in accordance with Section 4.3(a). (e) furnish Holders with copies of At any correspondence with the SEC or time that a Shelf Registration Statement is effective, if any state securities authority relating Demand Stockholder delivers a notice to the shelf registration statement Company (a “Take-Down Notice”) stating that it intends to sell all or prospectus;part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”) in an Underwritten Offering (an “Underwritten Shelf Offering”), then, the Company shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with an Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Underwritten Shelf Offering: (fi) comply with the Company shall forward the Take-Down Notice to all applicable rules other holders of Registrable Securities included on the Shelf Registration Statement and regulations the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the SEC, including making available Take-Down Notice to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force)such holder; and (gii) obtain if the withdrawal lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of any order suspending the effectiveness all of the shelf registration statement at securities sought to be sold in connection with such Underwritten Shelf Offering would adversely affect the earliest possible timesuccess thereof, then there shall be included in such Underwritten Shelf Offering only such securities that can be sold without such adverse effect as advised by such lead managing underwriter(s) to the proposing Demand Stockholder(s), and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Underwritten Shelf Offering were a Demand Registration), including Section 4.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 4.1(g).

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) The Issuer shall prepare and file with the SEC SEC, as promptly as practicable following the shelf Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities, which registration statement on statement, if the Shelf Notice is given pursuant to Section 2(g)(1) or (2), may be an appropriate form amendment to the Exchange Offer Registration Statement (which the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of the Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuer shall use its best efforts, as described in Section 5(b) hereof, to cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable after the filing of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration Statement is filed pursuant to Section 2(g)(3) at the Company is then eligible to use Form S-3) covering request of the applicable Registrable SecuritiesPlacement Agent), (ii) file amendments thereto the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as warrantedcontemplated in the Shelf Registration Statement, (iii) seek the effectiveness thereof as soon as practicabledate that there ceases to be securities outstanding that constitute Transfer Restricted Securities, and or (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable date on which all Transfer Restricted Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance covered by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending Shelf Registration Statement become tradeable under Rule 144 without regard to volume limitations (the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force"Shelf Effectiveness Period"); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company agrees to file with the SEC as soon as reasonably practicable after the shelf registration statement Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an appropriate form offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (which such Registration Statement or Statements, collectively, the "Shelf Registration Statement") Each Shelf Registration Statement shall be on Form S-3 if under the Securities Act or another appropriate form selected by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale permitting registration of such Registrable Transfer Restricted Securities for resale by the Holders in accordance with the applicable plan manner or manners reasonably designated by Holders of distribution; (b) (i) within a reasonable time prior majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes be included in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) Shelf Registration Statement. The Company shall use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the each Shelf Registration Statement to be declared effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) pursuant to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by practicable following the filing thereof and to use all reasonable efforts to keep such Holder, confirm such advice in writing, (i) when the shelf registration statement has become Shelf Registration Statement continuously effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (iisubject to Section 2(d) hereof, for two years after the date on which all of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, Transfer Restricted Securities are sold (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby including those sold pursuant to any agreement the option granted to which the Company is a partyInitial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), the representations and warranties of the Company contained in or such agreement shorter period ending when there cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Transfer Restricted Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeoutstanding.

Shelf Registration Statement. In connection (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement to be filed by (the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a"SHELF REGISTRATION STATEMENT") (i) prepare and file with the SEC the shelf registration statement on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (which B) shall be on Form S-3 if use its best efforts to have such Shelf Registration declared effective by the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof SEC as soon as practicablepracticable thereafter, but in no event later than June 30, 2002; PROVIDED, HOWEVER, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary amended in order to permit the offer and sale Prospectus included therein to be lawfully delivered by the Holders of such the Registrable Securities in accordance with during each Permitted Trading Period (as defined below) for the applicable plan of distribution; (b) (i) within a reasonable time prior Holders subject to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewithSection 2.6(a), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; or at all times (cexcept during a General Blackout Period) use for all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement theretoother Holders, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between beginning on the effective date of the shelf registration statement Shelf Registration Statement and ending on the closing earlier of any sale of securities covered thereby pursuant to any agreement to (i) the date on which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any jurisdiction such case, such period being called the "SHELF REGISTRATION PERIOD"); PROVIDED, HOWEVER, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the initiation of SEC. (c) If at any proceeding for such purpose, and (iv) time the Majority Holders request in writing that all or any part of the happening of any event during Registrable Securities covered by the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement Shelf Registration Statement be offered by means of a material fact or omits to state any material fact required firm commitment Underwritten Offering, the Company shall cause to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence filed with the SEC as soon as practicable any necessary or any state securities authority relating appropriate supplement to the shelf Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration statement or prospectus; shall be selected by the Company, subject to the approval of such Majority Holders (f) comply with all applicable rules and regulations of the SEC, including making available such approval not to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in forcebe unreasonably withheld); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection The Company will use its reasonable best efforts to promptly file with the shelf registration statement to be filed by SEC, no later than forty-five (45) days following the Company in accordance with Section 2.1 date of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the a shelf registration statement on an appropriate form Form S-1 (which or successor form) (the “Form S-1 Shelf”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Form S-1 Shelf declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 75 days following the date of this Agreement if the Company is notified by the SEC that the Shelf Registration Statement will not be “reviewed” (or 120 days following the date of this Agreement if the Company is notified by the SEC that the Shelf Registration Statement will be “reviewed”) and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Shareholders named in such Registration Statement and will promptly respond to any such SEC comments. Following the filing of the Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf into a shelf registration statement on Form S-3 (or successor form) (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3) covering S-3 Shelf. Such Shelf Registration Statement shall provide for the applicable resale of the Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicableSecurities included therein pursuant to any method or combination of methods legally available to, and (iv) requested by, any Shareholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Shareholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC prospectuses such amendments, including post-effective amendments, and prospectus supplements as may be required and necessary to keep a Shelf Registration Statement effective until such time as reasonably necessary in order to permit the offer and sale of such there are no longer any Registrable Securities in accordance with outstanding (such period during which a Shelf Registration Statement is effective, the applicable plan of distribution; (b) (i) within a “Shelf Period”). The Company shall use its reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable best efforts to cause the shelf registration statement and the related prospectus and promptly replace any amendment Shelf Registration Statement at or supplement theretobefore expiration, if applicable, with a successor effective Shelf Registration Statement until such time as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered there are no longer any Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeoutstanding.

Shelf Registration Statement. In connection Upon the request of the Holders of a majority of Registrable Securities (as defined below), the Company shall prepare and file or cause to be prepared and filed with the shelf registration statement SEC promptly, but in no event later than ten business days, after receipt of such request a Registration Statement (as defined below) for an offering to be filed made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Company in accordance with Section 2.1 Holders (as defined below) of all of the Registrable Securities acquired by the Holders at such Closing (each a "Shelf Registration Statement"). *****. For the purposes of this Agreement, "Registration Statement" shall mean any registration statement under the Securities Act of the Company will use commercially reasonable efforts that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement; "Registrable Securities" shall mean the Shares and any shares of common stock which may be issued or distributed with respect to: , or in exchange for, such Registrable Securities pursuant to a stock dividend, stock split or other distribution, merger, consolidation, recapitalization or reclassification or similar transaction; "Holders" shall mean any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Sections 7.1 or 9.4; and "Prospectus" shall mean the prospectus included in any Registration Statement (a) (i) prepare and file with the SEC the shelf including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement on an appropriate form (which in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. The Shelf Registration Statement shall be on Form S-3 or, if the Company Form S-3 is then eligible to use Form S-3) covering the applicable Registrable Securitiesunavailable, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the applicable plan methods of distribution; distribution set forth in the Shelf Registration Statement (b) (i) within a reasonable time prior such methods of distribution to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free include underwritten offerings and other methods designated in writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to by the Holders may request; (c) pursuant to Section 7.3(d)). The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Company shall use all commercially reasonable efforts to cause the shelf registration statement and Shelf Registration Statement to be declared effective under the related prospectus and any amendment or supplement theretoSecurities Act by the date (the "Shelf Effectiveness Deadline Date") that, as if the Registration Statement is to be filed on Form S-3, is thirty (30) days after receipt of the effective date request for such filing, and, if the Registration Statement is to be filed on Forms ▇-▇, ▇-▇, or any other appropriate form permitting registration of such registration statementRegistrable Securities for resale by such Holders, amendment or supplement and during the distribution is ninety (90) days after receipt of the registered Registrable Securities (x) request for such filing. The Company shall use commercially reasonable efforts to comply in all material respects with keep the requirements of Shelf Registration Statement continuously effective under the Securities Act (including subject to Section 7.3(a)(v)) until the rules and regulations promulgated thereunderearlier of (x) the second anniversary of the date such Shelf Registration Statement is declared effective and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale included in any jurisdiction or the initiation of any proceeding for Shelf Registration Statement (such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to may be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence extended in accordance with the SEC or any state securities authority relating proviso in Section 7.3(a)(ii), the "Shelf Effectiveness Period"). Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to the shelf registration statement or prospectus; (f) comply Shelf Registration Statement and related Prospectus, it will do so only in accordance with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of this Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force7.3(a); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with (a) From and after the expiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (the “Shelf Registration Statement”). To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to be filed by Section 4.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 2.1 4.3(d), the Company will use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which the Investors’ collective Beneficial Ownership of Company Common Stock falls below five percent (5.0%); provided, that the Company’s obligations under this Section 4.3(c) shall cease after completion of the fifth (5th) Shelf Offering by the Investors (taking into account the time periods described in Section 4.1(c) as if such Shelf Offering were a Demand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if entitled, from time to time, by providing written notice to the Company is then eligible holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use Form S-3) covering of the applicable prospectus for sales of Registrable Securities, Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) file amendments thereto as warrantedof the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in clause (iiiii) seek of the effectiveness thereof as soon as practicabledefinition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon notice by the Company to the Demand Shareholders of any such determination, and each Demand Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (ivii)(y) file with of the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale definition of such Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities in accordance with for the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing duration of the shelf registration statementBlackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, any prospectuspublication, any amendment to a registration statementdissemination or distribution of the Shelf Registration Statement, amendment or supplement to a each prospectus or any free writing prospectus (in each case including all exhibits filed therewith)included therein, provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as thereto by it and any of its Affiliates for the duration of the effective date Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such registration statementnotice. (e) After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement and during to the distribution Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the registered Registrable Securities (x) to comply in all material respects with included therein, the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus;. (f) comply At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 4.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): such proposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all applicable rules other Demand Shareholders included on the Shelf Registration Statement and regulations permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the SECTake-Down Notice to such holder; and if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.1(g). Except as otherwise expressly specified in this Section 4.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article IV as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a4.1(e)(ii) of the Securities Act and Rule 158 thereunder (or any similar provision then in forceSection 4.1(g); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible time.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will (a) Parent shall use its commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf to keep its registration statement on an appropriate form (which shall be on Form S-3 if (the Company is then eligible to use Form S-3“Shelf Registration Statement”) covering continuously effective under the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary Securities Act in order to permit the offer and Prospectus forming a part thereof to be usable by the Seller for the sale of such Registrable Securities in accordance with until the applicable plan date as of distribution; which there are no Registrable Securities outstanding. Without limiting the foregoing, Parent shall file on the Closing Date a Prospectus supplement naming the Seller (b) subject to receipt of information reasonably requested by Parent necessary to complete such Prospectus supplement). Except as would not materially restrict or impair Seller’s rights to use the Shelf Registration Statement, Parent hereby represents and warrants that (i) within a reasonable time prior the Shelf Registration Statement referred to the filing of the in this ‎Section 5.23 is an “automatic shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof ” as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements defined under Rule 405 of the Securities Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by Parent; (ii) at the time of initial filing of the Shelf Registration Statement and at the time of the most recent amendment thereto for purposes of compliance with Section 10(a)(3) of the Securities Act, and at the time Parent was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405; (iii) as of the date hereof, no order suspending the effectiveness of the Shelf Registration Statement has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against Parent or related to the offering has been initiated or threatened by the SEC; (iv) as of the applicable effective date of the Shelf Registration Statement and any amendment thereto, the Shelf Registration Statement complied and will comply with the Securities Act, and the rules and regulations promulgated of the SEC thereunder) , and (y) did not to and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; ; and (dv) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement Prospectus and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a partyamendment or supplement thereto, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains Prospectus will not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If the continued use of the Shelf Registration Statement at any time would require Parent to make an Adverse Disclosure, Parent may, upon giving at least three days’ prior written notice of such action to the Seller, suspend use of the Shelf Registration Statement (an “Unusual Shelf Suspension”); provided that Parent shall not be permitted to exercise an Unusual Shelf Suspension (i) more than two times during any 12-month period or (ii) for a period exceeding 30 days on any one occasion. In addition, Parent may, upon giving at least three days’ prior written notice to the Seller, suspend the use of the Shelf Registration Statement during the regular quarterly period during which directors and officers of Parent are not permitted to trade under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of Parent then in effect until the expiration of such quarterly period (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”); provided that the right of Parent to cause a Regular Shelf Suspension shall not be applicable to holders of Registrable Securities for more than a total of 120 days during any 12-month period. In the case of a Shelf Suspension, the Seller shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. Parent shall immediately notify the Seller upon the termination of any Shelf Suspension. Parent shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by Parent for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act. (c) Notwithstanding anything to the contrary, none of Parent, Buyer or any of their respective Subsidiaries or Affiliates shall have any obligation to prepare any Prospectus supplement (other than a Prospectus supplement to an existing shelf registration statement to name the Seller as selling shareholder), participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters. (d) Parent shall indemnify the Seller and, the Seller’s officers, managers, partners and members, and each person or entity, if any, that controls the Seller within the meaning of the Securities Act or Exchange Act, as applicable, (each, an “Indemnitee”), against any and all Damages arising out of or based upon (a) any violation by Parent (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law or of any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities law applicable to Parent and relating to action or inaction required of Parent under this Section 5.23 or in connection with the Shelf Registration Statement or Prospectus or (b) any third party claim based upon any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433 under the Securities Act unless required to be filed as a result of its inclusion in a free writing prospectus prepared by the Seller without Parent’s prior written approval (for purposes of this section, the “Securities Act Information”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of ; provided, however, that Parent shall not be liable to any correspondence with the SEC such Indemnitee or any state securities authority relating to person who participates as an underwriter in the shelf registration statement offering or prospectus; (f) comply with all applicable rules and regulations sale of Registrable Securities or any other person, if any, who controls such underwriter within the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) meaning of the Securities Act, in any such case to the extent that any such Damages arise out of or are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Securities Act Information in reliance upon and Rule 158 thereunder in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to Parent for use in connection with the Securities Act Information contained therein by such Indemnitee or (ii) the Seller’s failure to send or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness give a copy of the shelf registration final, amended or supplemented prospectus furnished to the Seller by Parent at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement at the earliest possible timeor alleged untrue statement or omission or alleged omission if such statement or omission was corrected in a final amended or supplemented Prospectus.

Shelf Registration Statement. In connection with If any Holder shall have exchanged Securities pursuant to the shelf registration statement to be filed by Indenture at a time when the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) Exchange Registration Statement (i) prepare and is for any reason not effective, (ii) is subject to a stop order issued by the SEC, or (iii) for any other reason beyond the control of such Holder is unavailable for use by such Holder (an "Unregistered Exchange"), then the Company shall file with the SEC the shelf registration statement on an appropriate form within 30 days (which shall be on Form S-3 60 days if the Company is not then eligible to use Form S-3S-3 in connection with a secondary offering) after its receipt of a written request (a "Shelf Request") from such Holder a "shelf" Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the applicable Registrable SecuritiesExchange Shares (the "Shelf Registration Statement") delivered in connection with such Unregistered Exchange. The Shelf Registration Statement shall be on an appropriate form permitting registration of such Exchange Shares (the "Resale Shares") for resale by Holders in the manner or manners designated by them (including, (ii) file amendments thereto as warrantedwithout limitation, (iii) seek one or more underwritten offerings). Subject to Section 6 hereof, the effectiveness thereof Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable, possible after the filing thereof and (iv) file with to keep such Shelf Registration Statement continuously effective and to amend and supplement the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary thereof in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior Prospectus to the filing of the shelf registration statementbe lawfully delivered until, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith)case, provide copies the earlier of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with two years from the requirements date of effectiveness (the Securities Act (including the rules and regulations promulgated thereunder"Shelf Period") and or (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance date on which all Resale Shares covered by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending Shelf Registration Statement have been sold in the effectiveness of manner set forth and as contemplated in the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeShelf Registration Statement.

Shelf Registration Statement. In connection The Company will: (A) use its best efforts to file with the shelf registration statement SEC a Registration Statement (which filing may be a confidential filing) for an offering to be filed made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement"), within 60 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 180th day after such obligation arises. No Holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such Holder shall have provided all information reasonably requested by the Company (after conferring with counsel), and such Holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each Holder to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in accordance order to make the information previously furnished to the Company by such Holder not materially misleading; provided, further, that if the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Securities pursuant to this Agreement either by complying with Section 2.1 2 and/or Section 3. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended to ensure that it is available for resales of Securities by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to conform with the requirements of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and file with the SEC the shelf registration statement on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement Act and the related prospectus and any amendment or supplement theretopolicies, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available as announced from time to its security holders an earnings statement covering at least 12 months which shall satisfy time, until the provisions second anniversary of the Issuance Date, subject to extension pursuant to the last paragraph of Section 11(a) of 5 hereof (the "Effectiveness Period"), or such shorter period ending when all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timewithout volume restrictions, if any.

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) (i) prepare and The Company agrees to file with the SEC as soon as reasonably practicable after the shelf registration statement Closing Date, but in no event later than the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or separate Registration Statements for an appropriate form offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (which such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, on Form S-1 under the Securities Act should the Company be ineligible to use Form S-3 or on another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (ii) including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the shelf registration statement or the initiation of any proceedings for that purpose, Notes (iii) if, between the effective date of the shelf registration statement and the closing of any sale of securities covered thereby subject to extension pursuant to any agreement to which Sections 2(d) hereof) (the Company is a party"Effectiveness Period"), the representations and warranties of the Company contained in or such agreement shorter period ending when there cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Transfer Restricted Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (e) furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and (g) obtain the withdrawal of any order suspending the effectiveness of the shelf registration statement at the earliest possible timeoutstanding.