Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following (a) From and after the date hereof, subject to the terms and conditions hereof, and further subject to the availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if 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 then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the 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 (determined as 10) days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject 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 further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written 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 and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 (ii) of the definition 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, 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 (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which 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 PeriodOffering”), 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 other Demand Shareholders 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 Shareholder(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) 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 Section 4.1(e)(ii) and Section 4.1(g). (g) If any Demand Shareholder 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 Shareholder wishes to engage in a Block Trade, the Demand Shareholder 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 Shareholder). The Company shall use its commercially reasonable best efforts to promptly replace 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) If any Demand Shareholder so elects, a Shelf Registration Statement at or before expirationOffering may involve a Permitted Distribution in Kind, if and the Company will reasonably facilitate such distribution in the manner reasonably requested by such Demand Shareholder and in compliance with the Securities Act and Exchange Act, as applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Subject to Section 3.3, the Company will use its reasonable best efforts shall: (i) on or prior to promptly the 60th day after the Closing (the “Initial Filing Date”), prepare and file with the SECSEC a “shelf” Registration Statement covering the resale of 100% of the Registrable Securities (a “Shelf Registration”) on such Initial Filing Date for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions), no later than 150 days following the date of this Agreement, a shelf registration statement which Shelf Registration shall be on Form S-3 (or successor form) (except if the Company is not then ineligible eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)S-1 or another reasonably appropriate form) (and shall contain substantially the “Plan of Distribution” attached hereto as Annex A; (ii) use reasonable best efforts to cause the Shelf Registration Statement”) 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 Shelf Registration Statement declared become effective as soon as reasonably practicable after the filing thereofsuch filing, but in no event later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business 120th day after the date Closing (the “Initial Effective Date”); provided, however, that in the event the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” reviewed or will not be is no longer subject to further review. The Company review and comments, the Initial Effective Date shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In be the event fifth Business Day following the date on which the Company files is so notified if such date precedes the Shelf Registration Statement on a Form S-1, the Company shall date otherwise required above; (iii) use its reasonable best efforts to convert maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such Form S-1 registration form or by the Securities Act, until there are no remaining Registrable Securities; (iv) furnish, upon request, to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale holders of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of which the Shelf Registration Statement for relates copies of any supplement or amendment to such Shelf Registration prior to such supplement or amendment being used and/or filed with the maximum period permitted by SEC rulesSEC; and (v) pay all Registration Expenses in connection with the Shelf Registration, subject to any Suspension that may occur as described in Section 2(i)whether or not it becomes effective, and shall promptly prepare and file with whether all, some or none of the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during to which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts it relates are sold pursuant to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingit.

Shelf Registration Statement. The (a) Subject to Section 2(d), 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, as soon as reasonably practicable after it is initially eligible to do so, the Company will shall file, and use its reasonable best efforts to promptly file with cause to be declared effective by the SEC, no later than 150 days following the date of this AgreementCommission as soon as reasonably practicable after such filing date, a shelf registration statement on Form S-3 (or successor form) (except if providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Company is then ineligible Securities Act relating to register for resale the offer and sale, from time to time, of the Registrable Securities on owned by the Holders in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) S-3 (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date ). Even if the Company is notified a well-known seasoned issuer (orally or as defined in writingRule 405 under the Securities Act) (a “WKSI”), whichever is earlier) by the SEC that the Shelf Registration Statement will Company shall not be “reviewed” or will not be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files file the Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with respect to a Form S-1broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in a shelf registration statement. (b) At least ten Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within five Business Days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) 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 the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the resale Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the 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 Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingmisleading.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 thirty (30) calendar days following after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date of this Agreement hereof and (iiy) the tenth (10th) business day 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in review (such Registration Statement and will promptly respond to any such SEC comments. In earlier date, the event “Effectiveness Date”); provided, however, that (i) if the Company files the Shelf Registration Statement Effectiveness Date falls on a Form S-1Saturday, Sunday or other day that Commission is closed for business, the Company Effectiveness Date shall use its reasonable best efforts be extended to convert such Form S-1 the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a Form S-3 as soon as practicable after government shutdown, the Company is eligible to use Form S-3Effectiveness 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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 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 period during which 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 effectiveequal 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 promptly as practicable after being permitted to register additional shares under Rule 415 under the 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 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 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement 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 “Additional Effectiveness Date”); 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 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) the Sponsor or (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities (other than those described in clause (c) to the definition of “Registrable Securities”) held by the MoneyLion Holders (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 PeriodRegistration 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) 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 promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until such time as there are no longer 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 this subsection 2.1.1(b) with respect to any or all Registrable Securities outstandingin 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 requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, 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 (collectively, “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 Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of 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 Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the 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 Underwritten Block Trade.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts Company: (A) shall cause to promptly file be filed with the SEC, no later than 150 days following the date of this Agreementon or before December 31, 2001, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “"Shelf Registration Statement”") covering on an appropriate form under the resale 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 (determined as of two (2B) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as reasonably practicable after the filing thereofthereafter, 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 amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) 180 days following the date on which all of this Agreement and 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 (ii) the tenth date on which no Holder owns any Registrable Securities (10th) business day after in any such case, such period being called the date "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company is notified shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (orally 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 in writingany successor provision having similar effect) without any volume, whichever is earliermanner of sale or other restrictions or (B) by 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 SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The offered by means of a firm commitment Underwritten Offering, the Company shall promptly provide cause to be filed with the SEC as soon as practicable any SEC comments received necessary or appropriate supplement to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1in order to effect such Underwritten Offering. In such case, the Company sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of be selected by the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” 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 approval of such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding Majority Holders (such period during which a Shelf Registration Statement is effective, the “Shelf Period”approval not to be unreasonably withheld). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Prior to the Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company will to file with the 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 6.01 of the 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 to, and following the Closing the Company shall, use its reasonable best efforts to (i) 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 effectiveness of (and availability for use of) such Shelf Registration Statement on Form S-1 (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 has been declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file with a Shelf Registration Statement on Form S-3, which may be in the SECform of a post-effective amendment to the Shelf Registration Statement on Form S-1, no later than 150 days following covering all of the date then Registrable Shares and will maintain the effectiveness of this Agreement, a shelf registration statement the Shelf Registration Statement on Form S-3 (or such comparable or successor form) (except then in effect until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company is then ineligible to register for resale 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 on Form S-3Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all a number of Registrable Shares which is equal to the Registrable Securities (determined maximum number of shares 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) permitted 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 Stockholders named in such Registration Statement SEC, and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert register all such Form S-1 to a Form S-3 remaining Registrable Shares for resale as soon promptly as reasonably practicable after in accordance with the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Securities included therein Shares to be registered for each Amneal Group Member in such registration statement shall be reduced pro rata (i) first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Transaction, in each case based on the proportion that the number of Registrable Shares held by such Amneal Group Member or shares held by such purchasers pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 registration statement bears to the rights total number of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted Registrable Shares or shares held by SEC rulessuch purchasers, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until to be registered pursuant to such time as there are no longer any Registrable Securities outstandingregistration statement.

Shelf Registration Statement. The (a) Subject to Section 2(d), 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, as soon as reasonably practicable after it is initially eligible to do so, the Company will shall file, and use its reasonable best efforts to promptly file with cause to be declared effective by the SEC, no later than 150 days following the date of this AgreementCommission as soon as reasonably practicable after such filing date, a shelf registration statement on Form S-3 (or successor form) (except if providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Company is then ineligible Securities Act relating to register for resale the offer and sale, from time to time, of the Registrable Securities on owned by the Holders in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) S-3 (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date ). Even if the Company is notified a well-known seasoned issuer (orally or as defined in writingRule 405 under the Securities Act) (a “WKSI”), whichever is earlier) by the SEC that the Shelf Registration Statement will Company shall not be “reviewed” or will not be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files file the Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with respect to a Form S-1broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in a shelf registration statement. (b) At least ten Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within five Business Days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) 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 the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the resale Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the 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 Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders circumstances under which they were made, not misleading. (e) All rights of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled Holders and their respective Affiliates to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of Transfer TEGP Class A Shares using the Shelf Registration Statement for the maximum period permitted by SEC rules, shall be subject to any Suspension that may occur as described the transfer restrictions contained in Section 2(i13(a), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts Upon the written request by Non-Managing Members holding Member Units with respect to promptly 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 registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the SEC, no later than 150 days Commission as soon as reasonably practicable following the date Corporate Manager’s receipt of this Agreement, such Registration Request a shelf registration statement on Form S-3 (S-1 or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form under the Securities Act then available to register the Corporate Manager providing for the resale of all of the Registrable Securities as Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering ); provided however, that not more than two such registrations may occur each year. Except as provided in this Section 8.5, 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 Corporate Manager shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial submission or filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement thereof 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 to keep such Shelf Registration Statement will not be “reviewed” or will not be subject to further revieweffective for a period of at least 180 days. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Any Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein from time to time, and pursuant to any customary method or combination of customary methods legally available to(including, and requested bywithout limitation, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the Company and other holders of the Company’s securities; provided thatCorporate Shares covered by such Shelf Registration Statement. In connection therewith, for the avoidance Corporate Manager will, within 20 days after receipt of doubtany Registration Request, such other holders 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 the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be entitled obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the rights Corporate Manager’s estimated date of “Stockholders” hereunder. The Company shall maintain filing of, and ending on a date 180 days following the continuous effectiveness effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Shelf Corporate Manager (an “IPO 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf PeriodStatement”). The Company shall use 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) the filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the 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 Commission applicable to the requested registration (notwithstanding its commercially reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.so comply) or

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with Section 2(d), and further subject to the SEC, no later than 150 days following the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, as soon as reasonably practicable after it is initially eligible to do so, the Company is then ineligible shall file, and use its commercially reasonable efforts to register cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for resale 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 the Registrable Securities on owned by the Holders in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) S-3 (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date ). Even if the Company is notified a well-known seasoned issuer (orally or as defined in writingRule 405 under the Securities Act) (a “WKSI”), whichever is earlier) by the SEC that the Shelf Registration Statement will Company shall not be “reviewed” or will not be subject required to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files file the Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with respect to a Form S-1broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in a shelf registration statement. (b) At least twenty (20) Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “Shelf Notice”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within ten (10) calendar days after the Shelf Notice is received by any such Holder. (c) Subject to Section 2(d), the Company shall use its commercially reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after keep the Company is eligible to use Form S-3. Such Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) 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 the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the resale Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the 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 Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the misleading. (e) All rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of Oxy, EMG and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and their respective Affiliates to Transfer PAGP Class A Shares using the Shelf Registration Statement for the maximum period permitted by SEC rules, shall be subject to any Suspension that may occur as described the transfer restrictions contained in Section 2(i13(a), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following fifteen (15) Business Days after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 days the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement hereof and (iiy) the tenth (10th) business day 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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. (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) 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) Cantor or its designees (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 period during which 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 is effective, the (“Shelf PeriodRegistrable 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 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 promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until 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 this subsection 2.1.1(b) with respect to any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of Cantor; provided, however, that a Shelf Underwriting shall not be counted for such time as there are no longer any purposes unless a Registration Statement has become effective and all of the Registrable Securities outstandingrequested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, 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 (collectively, “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 Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of 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 Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the 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 Underwritten Block Trade.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 forty-five (45) calendar days following after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 90 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date of this Agreement hereof and (iiy) the tenth (10th) business day 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in review (such Registration Statement and will promptly respond to any such SEC comments. In earlier date, the event “Effectiveness Date”); provided, however, that (i) if the Company files the Shelf Registration Statement Effectiveness Date falls on a Form S-1Saturday, Sunday or other day that Commission is closed for business, the Company Effectiveness Date shall use its reasonable best efforts be extended to convert such Form S-1 the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a Form S-3 as soon as practicable after government shutdown, the Company is eligible to use Form S-3Effectiveness 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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 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 period during which 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 effectiveequal 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 promptly as practicable after being permitted to register additional shares under Rule 415 under the 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 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 Shelf Registration Statement 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 “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 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) any Significant Holder or (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities (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 PeriodRegistration 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 promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until such time as there are no longer 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 this subsection 2.1.1(b) with respect to any or all Registrable Securities outstandingin 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 requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, 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 (collectively, “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 Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of 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 Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the 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 Underwritten Block Trade.

Shelf Registration Statement. The Company will use its reasonable best efforts Notwithstanding anything to promptly file with the SECcontrary herein, no later than 150 days following the date of this Agreementas soon as reasonably practicable after February 10, a shelf registration statement on Form S-3 (or successor form) (except if 2021, the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 (i) prepare and file with (or confidentially submit to) the Commission a Shelf Registration Statement that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the filing thereofthereafter; provided, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date however, that the Company is notified (orally shall be permitted to file a post-effective amendment or in writing, whichever is earlier) by the SEC that the prospectus supplement to any currently effective 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 Stockholders named in such lieu of an additional Registration Statement and will promptly respond pursuant to any such SEC comments. In Section 2(c) to the event extent the Company files determines, and the Requesting Holder(s) agree, that the Registrable Securities of the Requesting Holder(s) may be sold thereunder by such Requesting Holder(s) pursuant to their intended plan of distribution. From and after the declaration of effectiveness by the Commission of such Shelf Registration Statement on a Form S-1or the filing of such post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement, the Company shall use its commercially reasonable best efforts to convert cause such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the to be continuously effective so long as there are any Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinoutstanding. The In connection with such Shelf Registration Statement may also cover any other securities of Statement, the Company and other holders of the Company’s securities; provided thatwill, for the avoidance of doubt, such other holders shall not be entitled subject to the rights terms and limitations of “Stockholders” hereunderthis Section 2, as promptly as reasonably practicable upon notice from any Requesting Holder in accordance with the terms of this Section 2(c), cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Registration as may be reasonably requested by such Holder or as otherwise required to reflect the number of Registrable Securities to be sold thereunder. The Company shall not be required to maintain the continuous effectiveness of the in effect more than one Shelf Registration Statement for the maximum period permitted by SEC rules, subject to at any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingone time.

Shelf Registration Statement. The As promptly as practicable after the Closing Date but in no event more than 21 days thereafter, the Company will shall, at its sole expense, use its commercially reasonable best efforts to promptly prepare and file with 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 SEC, no later than 150 days following the date of this Agreement, a Company’s existing Form S-3 shelf registration statement on Form S-3 file with the SEC (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)File No. 333-165016) (the “Shelf Registration StatementAgreement”) covering ). Upon receipt of the necessary approvals described in the 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 all the Registrable Securities Shares (determined as including shares of two (2Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) business days prior not already registered thereby, or will file a new shelf registration statement, to register the resale of such submission or filing) on a delayed or continuous basis Shares not already registered thereby, and shall in each case will use its commercially reasonable efforts to have cause any such shelf registration statement (either the post-effective amendment to the Shelf Registration Statement declared Statement, or the new shelf registration statement) to become effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 reviewpracticable. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 For the avoidance of doubt, such other holders shall not be entitled the post-effective amendment to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for or the maximum period permitted by SEC rulesnew shelf registration statement, as applicable, and the rights and obligations of the Series A Holders and the Company with respect thereto, shall continue to be subject to any Suspension that may occur as described in the terms and conditions of Section 2(i), and shall promptly prepare and file with 10 of the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingInvestment Agreement.

Shelf Registration Statement. a. The Company will use shall, at its reasonable best efforts to promptly expense, prepare and file with the SEC, no later than 150 days SEC promptly following the date of this Agreement, Closing Date a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering Statement with respect to resales of the resale of all Transfer Restricted Securities by the Registrable Securities (determined as of two (2) business days prior Holders from time to such submission or filing) time on a delayed or continuous basis pursuant to Rule 415 and shall use its commercially reasonable efforts to have in accordance with the methods of distribution set forth in such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company thereafter shall use its reasonable best efforts to convert cause such Form S-1 Shelf Registration Statement to a Form S-3 be declared effective under the Securities Act as soon as practicable after possible, but no later than the Company is eligible to use Form S-3Effectiveness Deadline. Such The first filing of a Shelf Registration Statement shall provide contain the “Selling Securityholders” section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend a Shelf Registration Statement, including the “Selling Securityholders” section if required by the rules, regulations or instructions applicable to the registration form used by the Company for a Shelf Registration Statement, or by the resale Securities Act, the Exchange Act or the SEC or in response to comments from the Staff of the Registrable SEC. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling security holder in the Shelf Registration Statement. A Holder of Transfer Restricted Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The may include such securities in the Shelf Registration Statement may also cover any other securities of only if the Company Holder sends by first-class registered mail or by courier with delivery confirmation, a properly completed Notice and other holders of Questionnaire to the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain deliver the continuous Notice and Questionnaire to the Purchasers within five (5) Business Days of the Closing Date. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 30th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 6(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the 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 Business Day prior to effectiveness of the Shelf Registration Statement) (in any case, the “Questionnaire Deadline”). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf Registration Statement for to each Holder in accordance with Section 6(c) hereof, and (B) in the maximum period permitted by SEC rulescase of a Holder that is a transferee of Notes upon the request of such transferee Holder given in accordance with Section 6(c) hereof, to such Holder at the address set forth in such request. (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after its receipt thereof, file any amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to permit the Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (subject to any Suspension that may occur the right of the Company to suspend the use of the Prospectus as described in Section 2(i2(d) hereof); provided, and shall promptly prepare and file with however, that (i) if a supplement to the SEC such amendments, including post-effective amendments, and supplements as may be necessary related Prospectus is required to keep a 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 until such time as there are no longer any Registrable Securities outstanding (such period during which a amendment to the Shelf Registration Statement is effectiverequired 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 Period”)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 replace any 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 agrees to 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 the earliest to occur of: (i) the last date on which in the opinion of counsel to the Company the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (ii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144; and (iii) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(d) and subject to the provisions of Section 2(b)(ii), 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; (y) subject to Section 2(d), cause the 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 Securities Act; and (z) comply in all material respects with the 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; provided, however, that nothing in this clause (z) shall be deemed to release a Holder from its obligation to comply with all applicable prospectus delivery requirements under the Securities Act. d. The Company may delay the initial effective date of the Shelf Registration Statement (provided that the Registration Default Payments set forth in Section 2(e) below shall nonetheless apply from the Effectiveness Deadline) or suspend the availability of the Shelf Registration Statement and the use of any Prospectus (the period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Registration Default Payments Damages pursuant to Section 2(e), for a period not to exceed: (i) 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or before expiration(iii) 90 days in the aggregate during any 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 Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(k) hereof, if applicable. 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 Purchasers 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 a successor effective precision, if the Company fails to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement has not been declared effective by the SEC by the Effectiveness Deadline; or (ii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of the applicable Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 90 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), provided that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare effective a post-effective amendment to the Shelf Registration Statement in connection with the Company’s obligation to file such an amendment pursuant to Section 2(b)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder) during any period in which a Registration Default has occurred or is continuing, as partial relief (which remedy shall not be exclusive of any other remedies available at law or in equity), at a rate per annum (the “Registration Default Payments”) equal to one-half of one percent (50 basis points) per 30 day period of such Registration Default per $1,000 principal amount of Notes related to the Transfer Restricted Securities subject to such Shelf Registration Statement for the period up to and including April 1, 2010 during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Registration Default Payments will cease to accrue with respect to such Registration Defaults. All accrued Registration Default Payments shall be paid by the Company on each Registration Default Payments Payment Date in cash to the date of such cure and Registration Default Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding anything in the Agreement to the contrary, Registration Default Payments shall only be payable to Notice Holders. 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 there are all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Registration Default Payments shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer any Registrable Securities a Transfer Restricted Security; and (ii) the expiration of the Shelf Registration Period. g. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee, so long as the Notes remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Notes, 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 an Officer’s Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officer’s Certificate the Trustee and the transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be.

Shelf Registration Statement. The (i) Within 30 calendar days of the Second Closing Date (as such term is defined in the Subscription Agreement), the Company will use its reasonable best efforts to promptly shall file with the SEC, no later than 150 days following the date of this Agreement, Commission a shelf registration statement on Form S-3 any permitted form that qualifies, and is available for, the resale of Registrable Securities in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor formrule then in effect) (the “Shelf Registration Statement”) (except if the Company is then ineligible eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available Form S-3 in accordance herewith) and use its reasonable best efforts to register for resale cause the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering Statement to be declared effective by the resale of all the Registrable Securities (determined Commission as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and promptly as reasonably practicable thereafter. The Company shall use its commercially reasonable efforts to have include in such Shelf Registration Statement declared effective as soon as reasonably practicable after all Registrable Securities held by the filing thereof, but no later than Investor. (ii) Until the earlier of (i) 180 days following the date of on which (A) there no longer are any Registrable Securities outstanding and (B) this Agreement and has terminated in accordance with Section 2.13, if (iiy) the tenth Company receives new or revised Holder Information that was not previously provided or is not otherwise included in the Shelf Registration Statement, or (10thz) business day after a Holder requests the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that registration of its Registrable Securities on the Shelf Registration Statement will and such request was not be “reviewed” or will not be subject previously received by the Company pursuant to further review. The the terms of this Agreement, the Company shall promptly provide and, in any SEC comments received case within 15 days, file with the Commission an amendment or supplement to Stockholders named in such Shelf Registration Statement and will promptly respond to any shall include such SEC comments. new or revised Holder Information and/or the Registrable Securities of the Holder making such request, as applicable, in the amended or supplemented registration statement. (iii) In the 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-1S-1 Shelf”), the Company shall use its reasonable best efforts to convert such Form S-1 Shelf Registration Statement to a Form S-3 Shelf as soon promptly as practicable after the Company is eligible to use Form S-3. Such S-3 and have the Form S-3 Shelf declared effective as promptly as practicable (but in no event more than 30 days after the filing of the Form S-3 Shelf), provided, that if there is an offering of Registrable Securities under the 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of that is ongoing at such time the Company and other holders of is eligible to use Form S-3, the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain delay the continuous effectiveness conversion of the Shelf Registration Statement for until the maximum period permitted by SEC rules, subject to any Suspension earlier of the date that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a offering is completed or the existing Shelf Registration Statement effective until such time as there are no longer any Registrable would need to be updated pursuant to Section 10(a)(3) of the Securities outstanding (such period during which a Act or otherwise. If the Shelf Registration Statement is effectivea Form S-3 Shelf and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the “Shelf Period”). The Company shall use its reasonable best efforts to file a Form S-1 Shelf as promptly as practicable to replace any the Shelf Registration Statement at or before expiration, if applicable, with that is a successor Form S-3 Shelf (but in no event more than 20 Business Days after the date of such ineligibility) and have the Form S-1 Shelf declared effective Shelf Registration Statement until as promptly as practicable (but in no event more than 90 days after the date of such time as there are no longer any Registrable Securities outstandingfiling).

Shelf Registration Statement. The If the Company will use its reasonable best efforts to promptly file with has 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 SECSecurities Act by October 31, 2012, the Company shall, no later than 150 days following the date of this AgreementFiling Deadline, file with the Commission a shelf registration statement Registration Statement on Form S-3 (S-1 or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form under the Securities Act then available to register for resale the Registrable Securities as Company (a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering relating to the resale offer and sale of all the Registrable Securities by the Holders from time to time pursuant to Rule 415 in accordance with the methods of distribution elected by such Holders holding a majority of the Registrable Securities and set forth in such Shelf Registration Statement (determined as of two (2such date, the “Filing Date”) business days prior to such submission or filing) on a delayed or continuous basis and and, thereafter, shall use its commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after the initial filing thereof, but 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 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 Shelf Registration Statement continuously effective for a period ending on the earlier of (i) 180 days following six months from the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingEffective Time; provided, 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1that, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale all of the Registrable Securities included therein are eligible for sale without any volume or manner of sale restrictions pursuant to Rule 144 (or any method successor or combination of methods legally available toanalogous rule) under the Securities Act, and requested by, any Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding or (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until 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 Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall delay the effectiveness of the short-form Registration Statement and termination of the 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 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 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 has not filed an IPO Registration Statement by June 15, 2012, or such IPO Registration Statement has been filed but has not been declared effective 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 WLR Recovery Fund IV, L.P. Each Holder of any Securities at the time 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. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following fifteen (15) Business Days after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 days the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement hereof and (iiy) the tenth (10th) business day 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in review (such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1earlier date, the Company shall use its reasonable best efforts to convert such Form S-1 “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a Form S-3 as soon as practicable after government shutdown, the Company is eligible to use Form S-3Effectiveness Date shall be extended by the same amount of 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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 outstanding (such period during which Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is effectiveeligible to use Form S-3. (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, or (ii) Cantor or its designees (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 (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 PeriodUnderwriting”). 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 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 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 promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until 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 this subsection 2.1.1(b) with respect to any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of Cantor; provided, however, that a Shelf Underwriting shall not be counted for such time as there are no longer any purposes unless a Registration Statement has become effective and all of the Registrable Securities outstandingrequested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, 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 (collectively, “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 Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of 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 Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the 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 Underwritten Block Trade.

Shelf Registration Statement. (a) The Company will shall use its reasonable best efforts to promptly file with the SECfile, no not later than 150 (i) 60 days following after the date of this Agreementhereof (the “S-3 Shelf Filing Deadline”), a shelf registration statement Registration Statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all of the Registrable Securities (determined as of two (2) business days prior to such submission or filing) held by the Preferred Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (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 not eligible to file Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”); provided that the Company shall use its commercially reasonable efforts to remain qualified to file the Form S-3 Shelf. (b) Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and shall use its commercially 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 of by the Preferred Investors 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 hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after promptly (the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date period during which the Company is notified (orally or in writing, whichever is earlier) by the SEC that shall use its reasonable efforts to keep the Shelf Registration Statement will not be continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsShelf 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 Registration Statement on Period) and thereafter becomes eligible to use a Form S-1S-3 Shelf, the Company shall use its commercially reasonable best efforts to convert such the Form S-1 Shelf to a Form S-3 as soon as practicable Shelf promptly after the Company is eligible becomes so eligible. (c) The Company shall promptly notify the Preferred Investors by e-mail of the effectiveness of a Shelf Registration Statement after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to use Form S-3the extent required by Rule 424 under the Securities Act. Such The “Plan of Distribution” section of such Shelf Registration Statement shall provide for the resale customary permitted means of the disposition of Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 “Stockholders” 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 such amendmentsSecurities, including post-effective amendmentsagented transactions, sales directly into the market, purchases or sales by brokers, underwritten offerings and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)privately negotiated transactions. The Company shall use its reasonable best efforts to promptly replace cause any Shelf Registration Statement at or before expiration, if applicable, with a successor Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement until to be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time as there are no longer any Registrable Securities outstandingsuch Shelf Registration Statement is effective.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly Operating Partnership and the Partnership shall file with the SEC, no later than 150 days following the date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3not exchanged in the Exchange Offer, such registration shall be on such other form available (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes as to register for resale the Registrable Securities as a secondary offering (including Form S-1)which Section 2(c)(ii)(D) is applicable (the “"Shelf Registration Statement”) covering "). The Operating Partnership and 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 Partnership shall use its commercially their respective reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after file with the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable and in any event on or prior to the 90th day after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale delivery of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinShelf Notice. The Shelf Registration Statement may also cover shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Operating Partnership and the Partnership shall not permit any securities other securities than the Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership and the Partnership shall use their respective reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the date that is 180 days after delivery of the Company Shelf Notice and other holders of to keep the Company’s securitiesShelf Registration Statement continuously effective under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided thatprovided, for however, that the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness Effectiveness Period in respect of the Shelf Registration Statement for shall be extended to the maximum period permitted by SEC rules, subject extent required to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file permit dealers to comply with the SEC such amendments, including post-effective amendments, applicable prospectus delivery requirements of Rule 174 under the Securities Act and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingotherwise provided herein.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 S‑3 or any successor form thereto (or successor form“Form S‑3”) (except if 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 then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed deferred basis. (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 continuous basis and 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 shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement Shelf Registration Statement has been declared effective; and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject Registrable Securities. (d) Notwithstanding anything to further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written 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 and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 (ii) of the definition 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, 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 (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto 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 other Demand Shareholders 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 Shareholder(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) 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 Section 4.1(e)(ii) and Section 4.1(g). (g) Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

Shelf Registration Statement. a. The Company will use shall, at its reasonable best efforts to promptly expense, prepare and file with the SEC, as soon as practicable, but in no event later than 150 days one hundred twenty (120) days, following the date registration of this Agreementthe 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 on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering Statement with respect to resales of the resale of all Transfer Restricted Securities by the Registrable Securities (determined as of two (2) business days prior Holders from time to such submission or filing) time on a delayed or continuous basis pursuant to Rule 415 and shall use its commercially reasonable efforts to have in accordance with the methods of distribution set forth in such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company thereafter shall use its reasonable best efforts to convert cause such Form S-1 Shelf Registration Statement to a Form S-3 be declared effective under the Securities Act as soon as practicable after the Company is eligible 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 use Form S-3which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "EFFECTIVENESS DEADLINE"). Such The first filing of the Shelf Registration Statement shall provide for contain the resale "Plan of Distribution" section in substantially the Registrable Securities included therein pursuant to any method form attached hereto as Exhibit B. The Company shall supplement or combination of methods legally available to, and requested by, any Stockholder named therein. The amend the Shelf Registration Statement may also cover any other securities of if required by the rules, regulations or instructions applicable to the registration form used by the Company and other holders of the Company’s securities; provided that, for the avoidance of doubtShelf Registration Statement, such other holders shall not be entitled to or by the rights of “Stockholders” hereunderSecurities Act, the Exchange Act or the SEC. The Company shall maintain not register any Class A Common Stock or any other securities for the continuous 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(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 Section 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, 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 for that is required by applicable law to cause a Holder to be named as a selling securityholder in the maximum period permitted by SEC rules, Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to any Suspension that may occur the right of the Company to suspend the use of the Prospectus as described in Section 2(i2.1(d) hereof); provided, and shall promptly prepare and file with however, that (i) if a supplement to the SEC such amendments, including post-effective amendments, and supplements as may be necessary related Prospectus is required to keep a 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 until such time as there are no longer any Registrable Securities outstanding (such period during which a amendment to the Shelf Registration Statement is effectiverequired 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 Period”)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 replace 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 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 so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and (z) comply in all material respects with the 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 (the period during which the availability of any Shelf Registration Statement and 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 exceed: (i) thirty (30) consecutive days at any one time, (ii) forty-five (45) days in any three (3) month period or before expiration(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 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 a successor effective 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 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 other 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, 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 there are 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 longer any Registrable such commencement or termination has occurred. h. If the Shelf Registration Statement is on a form other than Form S-3 or 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 then in effect until such time as a Shelf Registration Statement on Form S-3 covering the Transfer Restricted Securities outstanding.has been declared effective by the SEC

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SECSEC on the date of the Closing, and in no event later than 150 five (5) days following the date of this AgreementClosing, an automatic shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (or a post-effective amendment or prospectus supplement to an existing well-known seasoned issuer shelf registration statement on Form S-3), if the Company is eligible to use such Form S-3 (or successor form), or if the Company is not a well-known seasoned issuer, a shelf registration statement on Form S-3 (or successor form) (except ), if the Company is then ineligible eligible to register for resale the Registrable Securities on Form S-3, use such registration shall be on such other form available to register for resale the Registrable Securities as (a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering ), relating to the offer and resale of all the Registrable Securities then held by the Shareholders (determined including naming the Shareholders as of two (2) business days prior selling shareholders, at any time and from time to such submission or 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 reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days time following the date of this Agreement 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 on which 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 Stockholders named becomes effective in such Registration Statement and will promptly respond to any such SEC comments. In accordance with the event methods of distribution set forth in the Company files Plan of Distribution section of the Shelf Registration Statement on a Form S-1, (which shall include the sale of Registrable Securities by pledgees and assignees of the Shareholders)). The Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after cause the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for to be declared, or otherwise become, effective on the resale date of the Registrable Securities included therein pursuant to any method or combination of methods legally available toClosing, and requested by, any Stockholder named thereinin no event later than five (5) days following the Closing. 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 “StockholdersShareholders” hereunder. The For so long as the Company is eligible to use Form S-3 (or successor form), the Company, in each case, subject to the qualifications above, 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer to the extent any Registrable Securities outstandingremain outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly Issuers shall file with the SEC, no later than 150 days following the date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3Notes not exchanged in the Exchange Offer, such registration shall Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be on such other form available an amendment to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”) covering ). The Issuers shall file with the resale of all Commission 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 Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective as soon as reasonably practicable under the Securities Act on or prior to the 90th day after the filing thereofCompany determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), but no later than subject to extension pursuant to the earlier penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) 180 days following all Registrable Notes covered by the date Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of this Agreement the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the tenth (10th) business day after Company may suspend the date effectiveness of the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Shelf Registration Statement will not be “reviewed” or will not be subject by written notice to further review. The Company shall promptly provide any SEC comments received the Holders solely as a result of the filing of a post-effective amendment to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Initial Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert where such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, amendment is not yet effective and supplements as may needs to be necessary declared effective to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, permit holders to use the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingrelated Prospectus.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly Issuers shall file with the SEC, no later than 150 days following the date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3Notes not exchanged in the Exchange Offer, such registration shall Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be on such other form available an amendment to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”) covering ). The Issuers shall file with the resale of all Commission 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 Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective as soon as reasonably practicable under the Securities Act on or prior to the 90th day after the filing thereofCompany determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of an Initial Purchaser), but no later than subject to extension pursuant to the earlier penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) 180 days following all Registrable Notes covered by the date Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of this Agreement the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the tenth (10th) business day after Company may suspend the date effectiveness of the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Shelf Registration Statement will not be “reviewed” or will not be subject by written notice to further review. The Company shall promptly provide any SEC comments received the Holders solely as a result of the filing of a post-effective amendment to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Initial Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert where such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, amendment is not yet effective and supplements as may needs to be necessary declared effective to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, permit holders to use the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingrelated Prospectus.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECother applicable provisions of this Agreement, no later than 150 days following beginning on the date that is 24 months after the date of this Agreement, one or more Holders (each, a shelf registration statement “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 provisions of the Securities Act the number of Registrable Securities owned by such Holders and requested by such Demand Notice to be 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 (or successor formcovering the Registrable Securities for resale by the Holders so requesting in accordance with Section 1.1(a) (except if the Company is not then ineligible eligible to register for resale the Registrable Securities on a Registration Statement on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such other form available to register Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders of a Majority of the Registrable Securities as a secondary offering (including Form S-1covered thereby)) (the “Shelf Registration Statement”) 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 cause such Initial Shelf Registration Statement to be declared effective by the SEC as soon promptly as is reasonably practicable after the filing thereof, but no later than the earlier of thereof (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC it being agreed 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Initial Shelf Registration Statement shall provide 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 Company). (c) Each Holder shall be limited to three Demand Registrations under this Section 1.1 in any twelve-month period, and the Company shall not be obligated to file more than one Registration Statement within 120 days after the effective date of any Registration Statement filed by the Company; provided, however, that any Demand Registration shall not count towards this limit if the Registration Statement that is the subject of the Demand Registration (x) has not been declared effective by the SEC or (y) is not maintained effective for the resale of the Registrable Securities included therein period required pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Section 1.2 (unless such Registration Statement may also cover 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 other securities of the Company and other holders of effect on the Company’s securitiesobligation to pay Registration Expenses pursuant to Section 2.3; and provided thatfurther, for that the avoidance of doubt, such other holders Company shall not be entitled required to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf effectuate a Demand Registration if an effective 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 covering such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement shares is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingon file.

Shelf Registration Statement. The Company will use its reasonable best efforts (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 promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if 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 then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the 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 (determined as 10) days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject 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 further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written 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 and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 (ii) of the definition 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, 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 (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto 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 other Demand Shareholders 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 Shareholder(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) 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 Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. a. The Company will use shall, at its reasonable best efforts to promptly expense, prepare and file with the SEC, no later than 150 SEC within 60 days following the date of this Agreement, Closing Date a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering Statement with respect to resales of the resale of all Transfer Restricted Securities by the Registrable Securities (determined as of two (2) business days prior Holders from time to such submission or filing) 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 commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective as soon as reasonably practicable under the 1933 Act within 180 days after the filing thereofClosing Date. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, but no later than regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the 1933 Act, the 1934 Act or the SEC. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling Debenture holder 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 Initial Purchaser within five (5) Business Days of the Closing Date. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 10th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 6(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (ix) 180 days following the date 20th Business Day after the completion of this Agreement the transfer of Transfer Restricted Securities to the transferee and (iiy) 9:00 a.m., New York time, on the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that fifth Business Day prior to initial effectiveness of the Shelf Registration Statement will not be Statement) (in any case, the “reviewed” or will not be subject to further reviewQuestionnaire Deadline”). The Company agrees and undertakes that it shall promptly provide any SEC comments received to Stockholders named in such Registration Statement distribute a Notice and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 Questionnaire (A) no later than 30 Business Days prior to the rights of “Stockholders” hereunder. The Company shall maintain the continuous expected effectiveness of the Shelf Registration Statement for to each Holder in accordance with Section 6(c) hereof, and (B) in the maximum period permitted case of a Holder that is a transferee of Transfer Restricted Securities, upon the request of such transferee Holder given in accordance with Section 6(c) hereof, to such Holder at the address set forth in such request. (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after its receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement that is required by SEC rules, 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 any Suspension that may occur the right of the Company to suspend the use of the Prospectus as described in Section 2(i2(d) hereof); provided, however, that (x) 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 (y) 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 commercially reasonable efforts to cause any such Post-Effective Amendment to become effective under the 1933 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 commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the 1933 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 the earliest to occur of: (i) two years after the Closing Date; (ii) the last date on which, in the opinion of counsel to the Company, the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (iii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144 under circumstances in which any legend borne by such Debentures or Conversion Stock relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is removed; and (iv) such date as of which all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement after such registration statement has been become effective and while such registration statement is effective under the 1933 Act (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its obligations and this Section 2(c): (x) subject to Section 2(b)(ii) and 2(d), and shall promptly use its commercially reasonable efforts to prepare and file with the SEC such amendments, including postamendments and Post-effective amendments, and supplements Effective Amendments to the Shelf Registration Statement as may be necessary to keep a the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2(b)(ii) and 2(d), cause the 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 1933 Act; and (z) comply in all material respects with the provisions of the 1933 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 (the period during which the availability of any Shelf Registration Statement and 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(e), for a period not to exceed: (i) 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 90 days in the aggregate during any 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 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(j) 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 Initial Purchaser 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 hereof. Accordingly, if: (i) the Shelf Registration Statement has not been declared effective by the SEC within 180 days after the Closing Date; (ii) the Company shall fail to file any supplements to the related Prospectus or file any Post-Effective Amendment to the Shelf Registration Statement in accordance with, and subject to the limitations, set forth in Section 2(b)(ii) hereof; or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded within three (3) Business Days by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 90 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), provided, that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare effective a Post-Effective Amendment to the Shelf Registration Statement in connection with the Company’s obligation to file such an amendment pursuant to Section 2(b)(ii) hereof shall not be included in the calculation of a Registration Default; the Company shall pay to each Notice Holder (who is also a Record Holder), as liquidated damages and not as a penalty, during any period in which a Registration Default has occurred or is continuing, as partial relief (which remedy shall not, subject to the penultimate sentence of this Section 2(d), be exclusive of any other remedies available at law or in equity), an amount (the “Registration Default Payments”) equal to: (i) one-half of one percent (50 basis points) per annum per $1,000 principal amount of Debentures constituting Transfer Restricted Securities for the period up to and including the 90th day during which such Registration Default has occurred and is continuing; and (ii) one percent (100 basis points) per annum per $1,000 principal amount of Debentures constituting Transfer Restricted Securities for the period including and subsequent to the 91st day during which such Registration Default has occurred and is continuing, it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Registration Default Payments will cease to accrue with respect to such Registration Defaults. All accrued Registration Default Payments shall be paid by the Company on each Registration Default Payments Payment Date in cash to the date of such cure and Registration Default Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The rate of accrual of the Registration Default Payments with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. The parties hereto agree that the Registration Default Payments provided in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default and that such Registration Default Payments are the only monetary damages available to Holders in the event of a Registration Default. Notwithstanding anything in the Agreement to the contrary, Registration Default Payments shall only be payable to Notice Holders. 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 there are all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Registration Default Payments shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the date such security is no longer any Registrable a Transfer Restricted Security; and (ii) the expiration of the Shelf Registration Period. g. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee, so long as the Debentures that are Transfer Restricted Securities outstanding remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to such Debentures, 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 period during which a Shelf Registration Statement notice to be contained in an Officer’s Certificate (as such term is effectivedefined in the Indenture)), and prior to receipt of such Officer’s Certificate the “Shelf Period”). The Company Trustee and the transfer and paying agent shall use its reasonable best efforts be entitled to promptly replace any Shelf Registration Statement at assume that no such commencement or before expirationtermination has occurred, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthe case may be.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, As soon as practicable but no later than 150 days following fifteen (15) Business Days after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective by the Commission as soon as reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 days the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement Filing Date and (iiy) the tenth (10th) business day 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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 Securities. If, at any time the Company shall have qualified for the use of a Form S-3 or any other form which 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, as soon as reasonably practical, convert such period during which outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingon Form S-3.

Shelf Registration Statement. The (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 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 4.3(d), the Company will use its reasonable best efforts to promptly file with keep the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 any renewal Shelf Registration Statement declared upon the expiration of the prior Shelf Registration Statement, continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and initial Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to further review. The Section 6.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall promptly provide be entitled, from time to time, by providing written notice to any SEC comments received holder of Registrable Securities who elected to Stockholders named 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 and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 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 on agree to suspend use of the applicable prospectus or any Free Writing Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon distribution of the written notice referred to above. After the termination of the Blackout Period and without any further request from a Form S-1holder of Registrable Securities, the Company shall use its reasonable best efforts shall, to convert such Form S-1 the extent necessary, as promptly as reasonably practicable, supplement, make amendments to or prepare a Form S-3 as soon as practicable after post-effective amendment or supplement to the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for or the resale prospectus, or any document incorporated therein by reference, or any Free Writing Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include any untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto 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; (ii) 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 underwriting as agreed upon between the Demand Stockholder and the lead managing underwriter(s), 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 terms of such arrangements within the timeframes reasonably required by the Company and the lead managing underwriter(s); and (iii) if the lead managing underwriter(s) 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 Underwritten Offering would adversely affect the success 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. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following twenty (20) Business Days after the date of this AgreementMerger Closing Date (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (i) 180 days the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement hereof and (ii) the tenth (10th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly prepare and file with the SEC Commission such amendments, including post-effective amendments, amendments supplements and supplements new registration statements as contemplated by Rule 415(a)(6) as may be necessary to keep a Shelf Registration Statement effective 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 outstanding Securities. In the event the Company files the Shelf Registration Statement on a Form S-1 (such period during which the “Form S-1 Shelf”), the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of a Shelf Registration Statement but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Shelf Registration Statement.. (b) Subject to Section 2.3 and Section 2.4, at any time and from time to time, any of (i) the Sponsor Holder, (ii) the Holders of a majority in interest of the then-outstanding number of Registrable Securities, or (iii) any Holder or group of Holders, if the total offering price is effectivereasonably expected to equal or exceed, in the aggregate, the Minimum Demand Threshold, may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Demanding Holder(s)”), 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 PeriodUnderwriting”). As promptly as practicable, but no later than three (3) 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 (i) the Registrable Securities of the Demanding Holders and (ii) 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 five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable best efforts to promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until has been declared effective, each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities; provided, however, that a Shelf Underwriting shall not be counted for such time as there are no longer any purposes unless a Registration Statement has become effective and all of the Registrable Securities outstandingrequested by such Demanding Holder to be registered in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “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 Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of 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 and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the 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 Underwritten Block Trade. A majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. The Company will use its reasonable best efforts 4.1. Subject to promptly file with the SEC, no later than 150 days following the date conditions of this AgreementSection 4, a shelf at any time after the earlier of April 30, 2007 and the registration statement on Form S-3 (or successor formof the Company’s Ordinary Shares under Section 12(g) (except of the Exchange Act, if the Company is then ineligible to register for resale shall receive a written request(s) from any Holder(s), holding, in the aggregate, not less than 10% of the Original Registrable Securities (subject the last sentence of this Section 4.1), that the Company file a registration statement for an offering to be made on Form S-3, such registration shall be on such other form available a delayed or continuous basis pursuant to register for Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all of the relevant Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”), then the Company shall, within thirty (30) covering days of 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing delivery thereof, but no later than the earlier give written notice of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingsuch request to all Holders, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject which may elect to further review. The Company shall promptly provide any SEC comments received to Stockholders named join in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on request, as specified in a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable written request given within fifteen (15) days after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale delivery of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinCompany’s written notice. The Shelf Registration Statement may also cover any other securities shall be on Form F-3 or another appropriate registration statement permitting registration of such Registrable Securities for resale by the Company Holders in accordance with the methods of distribution elected by them and other holders of the Company’s securities; provided that, for the avoidance of doubt, set forth in such other holders shall not be entitled to the rights of “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expiration, if applicable, to be declared effective under the Securities Act within 3 months after the Holders’ initial request in accordance with a successor effective this Section and to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) two years following the date such time as there are no longer any registration was declared effective and (ii) the disposition of all Registrable Securities outstandingincluded in such Shelf Registration Statement. As long as the Bank holds at least 75% of the Original Registrable Securities held by the Bank, the Bank shall have the right, alone, to require a Shelf Registration Statement under this Section 4.1, at the earlier of (a) three (3) years after the date hereof, and (b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective.

Shelf Registration Statement. The Company Issuer agrees that it will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following Commission (at the date of this Agreement, Issuer’s sole cost and expense) a shelf registration statement on Form S-3 promulgated under the Securities Act (or successor formwhich, if Issuer is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), shall be filed pursuant to General Instruction I.D. of Form S-3) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the an “Automatic Shelf Registration Statement”) covering registering the resale of all the Registrable Securities (determined as of two the “Registration Statement”) (2x) on the date which is six (6) months following the Subscription Closing Date, unless counsel for the Issuer shall have delivered to Subscriber and the Transfer Agent a legal opinion within five (5) business days prior to such submission date that Subscriber does not constitute an affiliate of the Issuer under the Securities Act (and counsel for Subscriber agrees with such legal opinion) or filing(y) on within ten (10) business days after Subscriber delivers a delayed 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 Registrable Securities that Subscriber does not constitute an affiliate of the Issuer under the Securities Act and counsel for the Issuer is unwilling or continuous basis 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 efforts, if the Registration Statement is not an Automatic Shelf Registration Statement, to have such Shelf the Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days the 90th calendar day following the date of this Agreement the Registration Statement is filed if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the tenth (10th) 10th business day after the date the Company Issuer is notified (orally or in writing, whichever is earlier) writing by the SEC Commission 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 review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to Stockholders named include the Registrable Securities in such the Registration Statement and will promptly respond are contingent upon Subscriber furnishing in writing to any the Issuer such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1information regarding Subscriber, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after securities of the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for Issuer held by Subscriber and the resale intended method of disposition of the Registrable Securities included therein pursuant as shall be reasonably requested by the Issuer to any method or combination effect the registration of methods legally available tothe Registrable Securities, and requested bySubscriber 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, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of including providing that the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders Issuer shall not be entitled to postpone and suspend the rights effectiveness or use of “Stockholders” the Registration Statement during any customary blackout or similar period or as permitted hereunder. The Company shall maintain Following the continuous effectiveness of Effectiveness Date, if the Shelf Registration Statement for the maximum period permitted by SEC rules, subject transfer restrictions as set forth on Exhibit A to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there this Subscription Agreement are no longer required by the Securities Act or any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effectiveapplicable state securities laws, upon request of Subscriber, the “Shelf Period”). The Company Issuer shall use its commercially reasonable best efforts to promptly replace any Shelf 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. (i) All Registration Statement at or before expiration, if applicableExpenses shall be borne by the Issuer. It is acknowledged that Subscriber shall bear, with a successor effective Shelf Registration Statement until such time as there are no longer any respect to Subscriber’s Registrable Securities outstandingbeing 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 legal counsel representing Subscriber. (ii) As used in this Section 5 or elsewhere in this Subscription Agreement, the following terms shall have the following meanings:

Shelf Registration Statement. The Company will use its reasonable best efforts Notwithstanding anything to promptly file with the SECcontrary herein, as soon as reasonably practicable, but in no later event more than 150 30 days following from the date of this Agreement, a shelf registration statement on Form S-3 the Company shall (i) prepare and file with (or successor formconfidentially submit to) (except if the Company is then ineligible to register for resale the Commission a Shelf Registration Statement that covers all Registrable Securities on Form S-3, such registration shall then outstanding for an offering to be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto and shall (ii) use its commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the filing thereofthereafter; provided, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date however, that the Company is notified (orally shall be permitted to file a post-effective amendment or in writing, whichever is earlier) by the SEC that the prospectus supplement to any currently effective 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 Stockholders named in such lieu of an additional Registration Statement and will promptly respond pursuant to any such SEC comments. In Section 2(c) to the event extent the Company files determines, and the Requesting Holder(s) agree, that the Registrable Securities of the Requesting Holder(s) may be sold thereunder by such Requesting Holder(s) pursuant to their intended plan of distribution. From and after the declaration of effectiveness by the Commission of such Shelf Registration Statement on a Form S-1or the filing of such post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement, the Company shall use its commercially reasonable best efforts to convert cause such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the to be continuously effective so long as there are any Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinoutstanding. The In connection with such Shelf Registration Statement may also cover any other securities of Statement, the Company and other holders of the Company’s securities; provided thatwill, for the avoidance of doubt, such other holders shall not be entitled subject to the rights terms and limitations of “Stockholders” hereunderthis Section 2, as promptly as reasonably practicable upon notice from any Requesting Holder in accordance with the terms of this Section 2(c), cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Registration as may be reasonably requested by such Holder or as otherwise required to reflect the number of Registrable Securities to be sold thereunder. The Company shall not be required to maintain the continuous effectiveness of the in effect more than one Shelf Registration Statement for the maximum period permitted by SEC rules, subject to at any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingone time.

Shelf Registration Statement. (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 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 a Shelf Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Selling Demand Shareholder to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of 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 promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 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 reasonably practicable after the filing thereof, thereafter (but in no event later than the earlier 90th calendar day after the receipt of such a request) and all to the extent requisite to permit the disposition (iin accordance with the intended methods thereof as aforesaid) 180 days 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 (and the related 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 Registrable Securities pursuant to such Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court (other than any such stop order or injunction issued as a result of the inclusion in such Shelf Registration Statement of any information supplied to the Company for inclusion therein by a Selling Demand Shareholder) that is not subsequently remedied, such Shelf Registration Statement shall be deemed not to have become effective; provided, further, however, if any such stop order, injunction or other order or requirement of the 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 period of such interference. (c) A Suspension Period with respect to any Shelf Registration Statement shall commence on and include the date that the Company gives notice that any Shelf Registration Statement is no longer effective or usable for resale of Registrable Securities of the 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 this Agreement and (iithe supplemented or amended prospectus contemplated by Section 2.06(j) the tenth (10th) business day after the date 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 held by such Holder. Upon written request of any Holder (a “Shelf Shareholder”) made within 10 days after any such notice is notified given (orally or which request shall specify the Registrable Securities intended to be included 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 Stockholders named in by such Registration Statement Shelf Shareholder and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1intended method of distribution thereof), the Company shall use its reasonable best efforts to convert effect the registration in such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for of all Registrable Securities which the resale Company has been so requested to register by such Shelf Shareholder, to the extent required to permit the disposition of the Registrable Securities included therein pursuant so requested to any method be registered to be registered in accordance with the intended methods of distribution thereof specified in the request, including, if necessary, by filing with the SEC a post-effective amendment or combination of methods legally available to, and requested by, any Stockholder 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 a supplement to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for or the maximum period permitted related prospectus or any document incorporated therein by SEC reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, subject regulations or instructions applicable to the Shelf Registration Statement or by the Securities Act or by any Suspension that may occur other rules and regulations thereunder. (e) 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 described part of its request made pursuant to Section 2.03(a) hereof. The underwriters shall, in Section 2(i)the case of an Underwritten Offering, and shall promptly prepare and file be selected by Purchaser in consultation with the SEC Company. There shall be no obligation on the part of a Selling Demand Shareholder or the underwriters to include any Registrable Securities of any Shelf Shareholder in such amendments, including post-effective amendments, and supplements as may be necessary Underwritten Offering. (f) If a Shelf Shareholder requests to keep sell Registrable Securities in an Underwritten Offering pursuant to a Shelf Registration Statement effective until Statement, the underwriters shall be selected by the Company in consultation with Purchaser and the right of such time as there are no longer any 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 outstanding (such period during which a in the underwriting. A Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use Shareholder proposing to distribute its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthrough 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 questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such arrangements.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC(a) On or before May 15, no later than 150 days following the date of this Agreement2008 or, a shelf registration statement on Form S-3 (or successor form) (except if the Company is not then ineligible eligible to use SEC Form S-3 to register for resale under the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale Act the Registrable Securities as a secondary offering (including Form S-1)) (offer and sale by the “Shelf Registration Statement”) covering the resale Stockholders 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 Shelf Registration Statement declared effective Common Shares, as soon as reasonably practicable after the filing thereofCompany becomes so eligible, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by shall file with the SEC that the a Shelf Registration Statement will not be “reviewed” or will not be subject relating to further review. The Company shall promptly provide any SEC comments received the offer and sale, by the Stockholders from time to Stockholders named in such Registration Statement time, of the Registrable Common Shares, and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 cause the Shelf Registration Statement to a Form S-3 be declared effective by the SEC as soon as reasonably practicable after filing. Notwithstanding any provision of this Agreement to the contrary, the Company is eligible shall not have any obligation pursuant to use this Section 3 to file with the SEC any registration statement on any SEC form other than SEC Form S-3. 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 Stockholder 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 “Stockholders” hereunder. 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 the contrary, the Company shall not be obligated to use commercially reasonable or other efforts to maintain the continuous effectiveness of the Shelf Registration Statement for after the maximum period permitted by effective date thereof on any SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the form other than SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Form S-3. (c) The Shelf Registration Statement effective until such time shall cover the offering and sale of the Registrable Common Shares only in accordance with 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 Shelf Registration Statement, other than as there are no longer any permitted in the Company’s discretion in accordance with the proviso in Section 4(b). (d) The respective rights of the Fidelity Stockholder, on the one hand, and of the Wayzata Stockholder, on the other hand, to cause its Registrable Securities outstanding (such period during which a Common Shares to be registered or to sell its Registrable Common Shares pursuant to the Shelf Registration Statement is effective, shall terminate upon the earliest to occur of (i) the 15-month anniversary of the Closing Date (the “Shelf PeriodTermination Date”). The Company shall use its reasonable best efforts , (ii) the date that is 90 days following the date on which the Fidelity Stockholder or the Wayzata Stockholder, as the case may be, ceases to promptly replace any Shelf Registration Statement beneficially own Registrable Common Shares representing at least 50% of the Registrable Common Shares issued to the Fidelity Stockholder or before expirationthe Wayzata Stockholder, if as applicable, with a successor effective Shelf Registration Statement until such time pursuant to the Merger, and (iii) the date on which the Fidelity Stockholder or the Wayzata Stockholder, as there are no longer the case may be, otherwise is eligible to sell all of its Registrable Common Shares within any Registrable three-month period without limitation by the volume restrictions of Rule 144 under the Securities outstandingAct.

Shelf Registration Statement. The Company will use its reasonable best efforts Subject to promptly file with the SEC, no later than 150 days following the date other applicable provisions of this Agreement, a shelf the Company shall file within thirty (30) days of the Closing, and use its commercially reasonable efforts to cause to go effective as promptly as reasonably practicable thereafter (but in no event later than the earlier of (i) ninety (90) days of filing and (ii) the fifth (5th) trading day after the date the Company is informed by the SEC that the registration statement will not be reviewed or is no longer subject to review), a registration statement covering (or amend an existing registration statement to cover) the sale or distribution from time to time by the Securityholders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (or any similar provision adopted by the SEC then in effect), of all of the Registrable Securities on Form S-3 (or successor form) (except if the Company is not then ineligible eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on such other another appropriate form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) and shall provide for the registration of such Registrable Securities for resale by such Securityholders in accordance with any reasonable method of distribution elected by the Securityholders and provided for in such registration statement) (the “Shelf Registration Statement” and such registration, the “Shelf Registration”) covering ), and, at the Company’s option, if the Company is a WKSI as of the filing date, the Shelf Registration Statement may be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement that shall become effective upon filing with the SEC pursuant to Rule 462(e). If the Shelf Registration Statement is initially filed on a form other than Form S-3, at such time as the Company becomes eligible to use Form S-3 for the resale of all Registrable Securities, upon written request of the Securityholders holding a majority of the then-outstanding Registrable Securities, the Company shall, as promptly as reasonably practicable thereafter, (i) file a new registration statement on Form S-3 covering the Registrable Securities or (determined as of two (2ii) business days prior amend the existing Shelf Registration Statement to such submission or filing) on a delayed or continuous basis convert it to Form S-3, and shall use its commercially reasonable efforts to have cause such Shelf Registration Statement declared registration statement or amendment to become effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthereafter.

Shelf Registration Statement. The (i) If the Company will is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the First Vessel Closing Date, then, on the First Vessel Closing Date, the ​ ​ Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (or any successor short form registration statement) (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act covering the offer and resale on a continuous basis pursuant to Rule 415, subject to the terms of this Agreement, by the Wayzata Parties of all Registrable Securities, and shall use its reasonable best efforts to promptly cause such registration statement to become immediately effective upon the filing thereof. The Automatic Shelf Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A. (ii) If the Company is not a WKSI at the First Vessel Closing Date, then as soon as reasonably practicable following the First Vessel Closing Date and in no event later than one (1) Business Day following the First Vessel Closing Date, the Company shall file with the SEC, no later than 150 days following the date of this Agreement, SEC a shelf registration statement on Form S-3 (or any successor formshort form registration statement) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder covering the offer and 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rulesRule 415, subject to any Suspension that may occur as described in Section 2(i)the terms of this Agreement, and shall promptly prepare and file with by the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Wayzata Parties of all Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Securities. The Company shall use its reasonable best efforts to promptly replace any (i) have the Shelf Registration Statement at or before expirationdeclared effective by the SEC as soon as practicable thereafter, if applicablebut in any event within 60 calendar days following the filing of such Shelf Registration Statement, with a successor effective (ii) to keep such Shelf Registration Statement continuously effective as set forth in this Agreement and (iii) to amend such Shelf Registration Statement to include any additional Selling Shareholders. The Shelf Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A, and contain the names of each Wayzata Party (or any Permitted Transferee or other permitted assignee or nominee thereof) as a “Selling Shareholder” as Wayzata shall specify in writing to the Company. (iii) Upon filing the Automatic Shelf Registration Statement or the Shelf Registration Statement, as applicable, the Company shall use reasonable best efforts to keep such Registration Statement effective with the SEC at all times and to re-file such Registration Statement (and use reasonable best efforts to keep such re-filed Registration Statement effective with the SEC) upon its expiration until such time as there all Registrable Securities that could be sold pursuant to such Registration Statement have been sold or are no longer outstanding. If at any Registrable Securities outstandingtime following the filing of an Automatic Shelf Registration Statement the Company is required to re-evaluate its WKSI status and determines that it is not a WKSI, the Company shall use reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement. For the avoidance of doubt, nothing contained herein shall require the Company to disclose any material, non-public information that it is prohibited by law from disclosing.

Shelf Registration Statement. 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 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 will shall use its reasonable best efforts to promptly file with have the SEC, 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 150 days the fifth Business Day following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if 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 then ineligible 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 applicable law so that (a) the Initial S-1 Shelf does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not 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 for resale the Registrable Securities for resale by the Holders on Form S-3, such registration the Company shall be use reasonable best efforts to amend the Initial S-1 Shelf to a Shelf Registration Statement on such other form available to register for resale Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Registrable Securities as a secondary offering (including Form S-1)) Initial S-1 Shelf (the “Shelf Registration StatementReplacement S-3 Shelf”) covering and cause the resale of all the Registrable Securities (determined as of two (2) business days prior Replacement S-3 Shelf to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement be declared effective as soon as reasonably practicable after thereafter. After the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Replacement S-3 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1becomes effective, the Company shall use its reasonable best efforts to convert keep the Replacement 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 Replacement S-3 Shelf shall cease to be Registrable Securities (such Form S-1 date, the “Replacement S-3 Shelf Expiration Date”). 1.5 If prior to a Form the Replacement S-3 as soon as practicable after the Company Shelf Expiration Date there is eligible to use Form S-3. Such not an effective Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available toon Form S-3, and requested by, any Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep 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 stop order, injunction or other similar order or requirement of the Commission, until such time the earlier of (a) the date on which the Subsequent S-3 Shelf (as there are no longer any defined below) is effective and (b) the date that all Registrable Securities outstanding covered by the Subsequent S-1 Shelf shall cease to be Registrable Securities (such period during which earlier date, the “Subsequent S-1 Shelf Expiration Date”). Further, until the Subsequent S-1 Shelf Expiration Date, the Company will file any supplements or post-effective amendments required to be filed by applicable law so that (i) the Subsequent S-1 Shelf does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not 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 is 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 “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace 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. 1.6 Upon the request of any 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 before expirationthe 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 applicable, with any Commission Guidance sets forth a successor effective limitation of the number of Registrable Securities to be registered on a particular Shelf Registration Statement until such time as there are no longer any (notwithstanding the Company’s commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), which limitation exceeds the number of Registrable Securities outstandingnot then registered, then, except to the 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 (such reduced Registrable Securities, the “Removed Shares”). In the event of a share removal of the Holders pursuant to this Section 1.7, the Company shall use its commercially reasonable efforts to promptly register the resale of any Removed Shares pursuant to this Section 1, whether by way of amending the applicable Shelf Registration Statement or by filing a new Shelf Registration Statement.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts to promptly file with the SECefforts, as soon as practicable but in no event later than 150 days following 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 date of this Agreement, a shelf 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 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on “Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale registration of all the Registrable Securities (determined as of two (2) business days prior Shares issued to such submission or 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 reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 reviewStockholders at Closing. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall further use its reasonable best efforts to convert such maintain an effective registration statement on Form S-1 to a Form S-3 as soon as practicable after 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 (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. Such 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 shall provide for by filing with the resale of Commission and providing the Registrable Securities included therein pursuant to any method Company Stockholders with a prospectus supplement under a “universal” or combination of methods legally available to, and requested by, any Stockholder named therein. The other Shelf Registration Statement may also cover any other securities of the Company and that also registers sales of securities for the account of the Company or 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness comply with all of the its other obligations under this Agreement with respect to a Shelf Registration Statement for the maximum period permitted by SEC rulesStatement, subject to any Suspension that may occur as described in including Section 2(i1.2(b)), 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 shall promptly prepare and file with the SEC such amendmentsCompany Stockholders otherwise agree. (b) Subject to Section 1.2(c), including post-effective amendments, and supplements as may be necessary the Company will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until such time as there are no longer any the earlier of (i) the date on which the total amount of Registrable Securities outstanding 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 shall be entitled, from time to time, by providing written notice to the Company Stockholders whose Registrable Securities are registered under the Shelf Registration Statement, to require such period Company Stockholder 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 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 promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document or financial statements, so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements 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) 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 PeriodOffering”), 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 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 may 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), subject 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 use its reasonable best efforts not be obligated to promptly replace effect any Shelf Registration Statement 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 before expiration(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 members, shareholders, partners or other direct or indirect holders of interests providing such cooperation to the Company as would be required if such partners or members were Company Stockholders under this Agreement. Furthermore, the Company will assist with such Permitted Distribution in Kind in the manner reasonably requested by such Company Stockholder and in compliance with the Securities Act and the Exchange Act, as applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The INITIAL MARKETING EFFORT; SALES OF SHARES UNDER THE SHELF REGISTRATION STATEMENT; SALES PURSUANT TO RULE 144 (a) As soon as reasonably practicable following the date hereof, but in no event later than the earlier to occur of (i) 40 days after the Closing, if the Company will use has received from the Shareholder the unaudited financial statements for the Business for the nine-month periods ended September 30, 2003 and 2004 on or before the date that is 15 Business Days following the Closing (as such terms are defined in the Purchase Agreement) or (ii) 30 days after the receipt from the Shareholder of audited financial statements for the Business for the three-year period ended December 31, 2004 (the “2004 Audited Financial Statements”), together with the written consent of KPMG LLP to include in the Shelf Registration Statement (as defined herein) its reasonable best efforts report pertaining to promptly the financial statements of the Business required to be filed therewith or included therein and to all references to KPMG LLP in the Shelf Registration Statement, the Company shall file with the SEC, no later than 150 days following SEC under the date of this Agreement, Securities Act a shelf registration statement on Form S-3 (or any successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)thereto) (the “Shelf Registration Statement”) covering registering the Shares for resale of all to 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the public. The Company is notified (orally or may include 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event registration of shares of Common Stock for sale by the Company files the Shelf Registration Statement on a Form S-1, the Company shall use for its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 own account (“Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf PeriodPrimary Shares”). The Company shall use its commercially reasonable best efforts to promptly replace any (i) cause the Shelf Registration Statement at or before expirationto be declared effective by the SEC as soon as is reasonably practicable following the filing thereof and (ii) keep the Shelf Registration Statement continuously effective for the period (the “Effectiveness Period”) ending on the earlier of (A) three years following the date the Shelf Registration is declared effective and (B) the date on which the Shareholder no longer owns any Shares; provided, however that in the event that (x) the Shareholder owns Shares following the three year anniversary of the date the Shelf Registration is declared effective and (y) the Shareholder is not eligible to sell Shares pursuant to Rule 144(k) of the Securities Act, the Effectiveness Period shall end on the earlier of (1) four years following the date the Shelf Registration is declared effective and (2) the date on which the Shareholder no longer owns any Shares. After the three year anniversary of the date the Shelf Registration Statement is declared effective, the Shareholder shall be permitted to Transfer any Shares pursuant to Rule 144 of the Securities Act, including, if applicable, with a successor effective Rule 144(k). The Shareholder shall use commercially reasonable best efforts to take all actions required to be taken by the Shareholder to enable the Company to file the Shelf Registration Statement within 30 days after the receipt of the 2004 Audited Financial Statements. (b) Within 60 days following the effective date of the Shelf Registration Statement, the Company will use its commercially reasonable best efforts to complete a firm commitment underwritten public offering of shares of Common Stock registered under the Shelf Registration Statement, which offering shall include not less than 75% of the Shares (the “Initial Marketing Effort”); provided, however, that if the completion of the Initial Marketing Effort is delayed as a result of the failure or refusal of KPMG LLP to deliver a commercially reasonable comfort letter to the underwriters, the date by which the Company is obligated to complete the Initial Marketing Effort shall be extended until such comfort letter is delivered by KPMG LLP. The Company may in its sole discretion include in the Initial Marketing Effort the sale of Primary Shares by the Company; provided, however, that the number of Primary Shares sold in the Initial Marketing Effort shall be subject to reduction (including, if necessary, reduction to zero) until a minimum of 75% of the Shares are sold. Subject to the requirement that the Initial Marketing Effort include 75% of the Shares prior to including any Primary Shares, the Company and the Shareholder shall participate in any over-allotment option exercised by the underwriter(s) in connection with the Initial Marketing Effort pro rata based upon the number of Primary Shares and Shares, respectively, sold by each in the Initial Marketing Effort. The Company shall establish the pricing for the sale of shares of Common Stock (including the Shares) in the Initial Marketing Effort in a commercially reasonable manner. The Shareholder shall use commercially reasonable best efforts to take all actions required to be taken by the Shareholder to enable the Company to complete the Initial Marketing Effort within 60 days following the effective date of the Shelf Registration Statement. (c) If at any time the Shareholder holds 25% or less of the Shares, then the Shareholder shall have the right to sell the remaining Shares under the Shelf Registration Statement (pursuant to an appropriate prospectus or supplement or amendment) at any time during the Effectiveness Period through sales (including through block sales) that do not exceed the volume limitations established under Rule 144 of the Securities Act (it being understood that Rule 144 is not applicable to such sales); provided, however, that all such sales by the Shareholder shall be effected through “brokers’ transactions” (as there are no longer any Registrable Securities such term is defined in Rule 144) or otherwise by sales to institutional investors that would be eligible to file on Schedule 13G if the beneficial ownership of shares of Common Stock of such institutional investors exceeded 5% of the shares of Common Stock outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 forty-five (45) days following the date of this Agreement, a shelf registration statement on Form S-3 S-1 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration StatementForm 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 Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 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 Stockholders Shareholders named in such Registration Statement and will promptly respond to any such SEC comments. In Following the event filing of the Company files the Shelf Registration Statement on a Form S-1S-1 Shelf, the Company shall use its commercially reasonable best efforts to convert such 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 as soon as practicable after the Company is eligible to use Form S-3Shelf. 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 Stockholder 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 “StockholdersShareholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts (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 promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if 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 then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the 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 (determined as 10) days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject 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 further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written 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 and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 (ii) of the definition 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, 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 (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto 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 other Demand Shareholders 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 Shareholder(s) and the Company within five (5) days after delivery of the Take-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 Section 4.1(e)(ii) and Section 4.1(g).

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Stockholders may by written notice delivered to the Company is (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 ineligible to register for resale held by such Demand Stockholders that equals the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. Notwithstanding the resale 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 the 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. (determined as of two (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject 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 further review. The the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such Registration Statement and will promptly respond holders of Registrable Securities to any such SEC comments. In suspend the event use of the Company files prospectus for sales of Registrable Securities under the Shelf Registration Statement on during any Blackout Period. Upon notice by the Company to the Demand Stockholders of any such determination, each Demand Stockholder 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 for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (e) After the expiration of any Blackout Period and without any further request from a Form S-1holder of Registrable Securities, the Company Company, to the extent necessary, shall use its reasonable best efforts as promptly as reasonably practicable prepare a post-effective amendment or supplement to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for or the resale prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto 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 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 days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) in writing 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)(ii) and Section 4.1(g).

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form F-3 or any successor form thereto (“Form F-3”) or Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if to the Company, any of the Demand Shareholders may by written notice delivered to the Company is then ineligible (the “Shelf Notice”) require the Company to register for resale file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be declared effective by the Registrable Securities on Commission as soon as reasonably practicable after such filing date, a Form F-3 or Form S-3, as applicable, 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 registration shall be on such other form available to register for resale Demand Shareholders that equals or is greater than the Registrable Securities as a secondary offering (including Form S-1)) Amount (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of ); provided that no Demand Shareholder may deliver more than two (2) business days prior Shelf Notices to such submission the Company in any twelve (12) month period. 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 filing) any successor form thereto. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an automatic shelf registration statement at the time of filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a delayed deferred basis. The Company may also amend an existing registration statement on Form F-3 or continuous basis Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. (b) Within five (5) days after receipt of a Shelf Notice pursuant to Section 6.3(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 five (5) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 6.3(d), the Company shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 ninety (90) days following after the date Shelf Registration Statement has been declared effective, provided that in the event of this Agreement a Blackout Period, as described below, the period during which the Shelf Registration shall be required to remain effective will be extended by the number of days during which the Blackout Period is in effect; and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject to further reviewRegistrable Securities. The Company’s obligations pursuant to this Section 6.3(d) shall apply to no more than four ninety (90) day-periods during which Amazon and/or its subsidiaries shall be permitted to make sales pursuant to the Shelf Registration Statement. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written 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 and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 (ii) of the definition 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, 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 (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all of part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto 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 6.3). 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 other Demand Shareholders 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 Shareholder(s) and the Company within two (2) Business Days after delivery of the Take-Down Notice to such holder; and (ii) 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 6.1(g). Except as otherwise expressly specified in this Section 6.3, 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 6.1(e)(ii) and Section 6.1(g). (g) Notwithstanding any other provision of this Agreement, if the requesting Demand Shareholder wishes to engage in a block sale (including a block sale off of a Shelf Registration Statement or an effective automatic shelf registration statement, or in connection with the registration of the Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Demand Shareholder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale. (h) Any time that a Shelf Offering involves a Marketed Underwritten Offering, the Company 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 offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be an investment bank of international reputation and reasonably acceptable to the Requesting Shareholder(s) holding of a majority in interest of the Registration Securities included in such Marketed Underwritten Offering (such acceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. a. The Company will use shall, at its reasonable best efforts to promptly expense, prepare and file with the SEC, no later than 150 days promptly following completion of the date Qualified IPO, or solely relating to the Warrant Shares, promptly following completion of this Agreementthe first to occur of a Qualified IPO or a Non-Qualified IPO, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering Statement with respect to resales of the resale of all Transfer Restricted Securities by the Registrable Securities (determined as of two (2) business days prior Holders from time to such submission or filing) time on a delayed or continuous basis pursuant to Rule 415 and shall use its commercially reasonable efforts to have in accordance with the methods of distribution set forth in such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company thereafter shall use its reasonable best efforts to convert cause such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for to be declared effective under the resale 1933 Act within 180 days after the completion of the Registrable Securities included therein pursuant to any method Qualified IPO, or combination in the case of methods legally available toWarrant Shares, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities within 180 days after the completion of the Company and other holders first to occur of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereundera Qualified IPO or a Non-Qualified IPO. The Company shall maintain supplement or amend the continuous 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 1933 Act, the 1934 Act or the SEC. The Company shall not register any Common Shares or any other securities for the benefit of any Person other than the Company or, in the case of a Qualified IPO or a Non-Qualified IPO, a holder of Existing Incidental Registration Rights, in advance of registering the Transfer Restricted Securities pursuant to this Section 2.1. (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 Qualified IPO, or in the case of Warrant Shares, within five (5) Business Days of completion of the first to occur of a Qualified IPO or a Non-Qualified IPO. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be sent on or prior to the 10th Business Day after the date the Notice and Questionnaire is delivered by the Company in accordance with this Section 2.l(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 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 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 Section 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, as promptly as practicable, but in any event within ten (10) Business Days after its receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement for that is required by applicable law to cause a Holder to be named as a selling securityholder in the maximum period permitted by SEC rules, Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to any Suspension that may occur the right of the Company to suspend the use of the Prospectus as described in Section 2(i2.1(d) hereof); provided, and shall promptly prepare and file with however, that (i) if a supplement to the SEC such amendments, including post-effective amendments, and supplements as may be necessary related Prospectus is required to keep a 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 thirty (30) day period and (ii) if a post effective until such time as there are no longer any Registrable Securities outstanding (such period during which a amendment to the Shelf Registration Statement is effectiverequired 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 Period”)Registration Statement in any ninety (90) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the 1933 Act as promptly replace 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 1933 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 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 so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the 1933 Act; and (z) comply in all material respects with the provisions of the 1933 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 (the period during which the availability of any Shelf Registration Statement and any Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Special Interest Payments pursuant to Section 2.1(e), for a period not to exceed: (i) 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or before expiration(iii) 90 days in the aggregate during any 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 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(j) hereof, if applicable, with and provided further that, if a successor effective Post-Effective Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement until such Statement, the period of time as there are no longer between the filing and the effectiveness of any Registrable Securities outstanding.Post-Effective Amendment shall be not deemed to be a Suspension Period

Shelf Registration Statement. The (a) If the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) as of the date of this Agreement or otherwise eligible to offer securities under or file with automatic effectiveness, the Company shall file by the twelve (12)-month anniversary of the date of this Agreement, 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. If the Company is not expected to be a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) immediately following the date of this Agreement, 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. (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 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 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 1.3(d), the Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, keep a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following 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 this Agreement distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the tenth date on which this Agreement terminates pursuant to Section 4.1. (10thd) business day after Notwithstanding anything to the date contrary contained in this Agreement, the Company is notified (orally or in writingshall be entitled, whichever is earlier) from time to time, by providing written notice to the SEC that 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 will not be “reviewed” or will not be subject to further review. The Company shall promptly provide during any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsBlackout Period. In the event of a Blackout Period, the Company files 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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if 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 PeriodOffering”), 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 date of this Agreement or (y) a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by 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) any Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.1(e)(ii) as if such Underwritten Shelf Offering were a Demand Registration (provided that references therein to six months shall be deemed to refer to four months) and (ii) the Demand Stockholders cannot effect any Non-Marketed Underwritten Shelf Offering within thirty (30) days of any other Shelf Offering. 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”) unless the Take-Down Notice is executed by or on behalf of all the Demand Stockholders (even if all the Demand Stockholders are not participating in such Marketed Underwritten Shelf Offering), the Company shall use its reasonable best efforts forward the Take-Down Notice to promptly replace any all Demand Stockholders whose Registrable Securities are included on the Shelf Registration Statement at or before expiration, if applicable, with a successor effective and the Company and such proposing Demand Stockholder(s) shall permit each such Demand Stockholders to include its Registrable Securities included on the Shelf Registration Statement until in the Marketed Underwritten Shelf Offering if such time as there Demand Stockholder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such Demand Stockholders. In connection with any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering (a “Non-Marketed Underwritten Shelf Offering”) and which will be completed no later than the one (1) year anniversary of the Initial Closing, unless the Take-Down Notice is executed on behalf of all of the Demand Stockholders (even if all the Demand Stockholders are no longer any not participating in such Non-Marketed Underwritten Shelf Offering) the Company shall forward the Take-Down Notice to all other Demand Stockholders whose Registrable Securities outstandingare included on the Shelf Registration Statement and the Company and such Demand Stockholder(s) shall permit each such Demand Stockholder to include its Registrable Securities included on the Shelf Registration Statement in the Non-Marketed Underwritten Shelf Offering if such Demand Stockholder notifies the proposing Demand Stockholder(s) and the Company within whatever time period the proposing Demand Stockholders determine is required given the anticipated timing of such Non-Marketed Underwritten Shelf Offering as set forth in the relevant Take-Down Notice. (f) For the avoidance of doubt, any Shelf Offering will be subject to Sections 1.1(g) and (h).

Shelf Registration Statement. The (a) In the event that the Company will use its reasonable best efforts intends to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 registering the resale of the shares of Common Stock issuable upon conversion of the Securities for which the beneficial owners of the Securities have timely delivered a completed Notice and Questionnaire (or successor formand other information that may be required to be delivered to the Company) (except if to the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as in accordance with this Section 6.15 (a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering ), the resale Company shall deliver to the Trustee and the Holders notice of all the Registrable Securities (determined as anticipated filing date of two (2) business days the Shelf Registration Statement at least 15 Business Days prior to such submission anticipated filing date. Each beneficial owner of the Securities, in order to be named in the Shelf Registration Statement at the time of its initial effectiveness, will be required to deliver a Notice and Questionnaire to the Company at least eight Business Days prior to the anticipated filing date of the Shelf Registration Statement as set forth in the notice described in the immediately preceding sentence.If a beneficial owner of the Securities does not timely complete and deliver a Notice and Questionnaire or filingprovide the other information the Company may reasonably request in writing, that beneficial owner will not be named as a selling securityholder in the prospectus included in the Shelf Registration Statement and will not be permitted to sell shares of Common Stock received pursuant to Section 6.05 hereof under the Shelf Registration Statement. From and after the initial effective date of the Shelf Registration Statement until 10 days after the initial effective date of the Shelf Registration Statement, the Company shall use its commercially reasonable efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered to the Company, (i) on if required by applicable law, to file with the SEC a delayed post-effective amendment to the Shelf Registration Statement or continuous basis to prepare and, if permitted or required by applicable law, to file a supplement to the prospectus included in the Shelf Registration Statement or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the beneficial owner of the Securities delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus, and so that such beneficial owner is permitted to deliver such prospectus to purchasers of the Common Stock received pursuant to Section 6.05 hereof in accordance with applicable law (provided that the Company shall not be required to file more than two such supplements or post-effective amendments) and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such beneficial owner, upon request, copies of any documents filed pursuant to Section 6.15(a)(i) hereof; and (iii) notify such beneficial owner as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 6.15(a)(i) hereof; provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the beneficial owner delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any beneficial owner of Securities that has not delivered a Notice and Questionnaire to the Company as a selling securityholder in the Shelf Registration Statement or related prospectus.The Company may require each beneficial owner of Securities, the underlying shares of Common Stock of which is to be permitted to be sold pursuant to the Shelf Registration Statement, to furnish to the Company such information regarding the beneficial owner and the distribution of such shares of Common Stock as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement. The Company may exclude from the Shelf Registration Statement such shares of Common Stock of any beneficial owner of Securities that unreasonably fails to furnish such information within a reasonable time after receiving such r▇▇▇▇▇▇.▇▇ the event that the Shelf Registration Statement becomes effective or is declared effective by the SEC, as the case may be, and the Company exercises its right to redeem the Securities pursuant to Section 3.01, the Company shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared effective continuously effective, supplemented and amended as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) required by the SEC Securities Act in order to permit the prospectus forming part thereof to be usable by the selling securityholders named therein for a period (the “Shelf Registration Period”) initially equal to the period specified in Section 3.09(b)(i)(2); provided that the Shelf Registration Statement will not Period shall be “reviewed” extended by the number of days in any Deferral Period (provided further that no such extension shall be required to extend beyond the Resale Restriction Termination Date). (b) Upon the occurrence or will not be subject to further review. The Company shall promptly provide existence of any pending corporate development, public filings with the SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of material event that, in the Company and other holders reasonable judgment of the Company’s securities; provided that, for makes it appropriate to suspend the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness availability of the Shelf Registration Statement for and the maximum period permitted by SEC rulesrelated prospectus, subject the Company shall give notice (without notice of the nature or details of such events) to any Suspension the Trustee and the Holders that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a availability of the Shelf Registration Statement is effectivesuspended and, upon the “Shelf Period”). The Company shall use its reasonable best efforts delivery of such notice, each beneficial owner will be deemed to promptly replace agree: (i) not to sell any Shelf Registration Statement at or before expiration, if applicable, with a successor effective shares of Common Stock pursuant to the Shelf Registration Statement until such time as there beneficial owner receives copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the prospectus may be used, and has received copies of any additional or supplemental filings that are no longer incorporated or deemed incorporated by reference in such prospectus; and (ii) to hold such notice in confidence (any Registrable Securities outstandingsuch period, a “Deferral Period”).

Shelf Registration Statement. The Company will agrees (subject to Section 1.2 hereof), within forty-five (45) days after the Effective Time (as defined in the Merger Agreement), to file, without any request or any other action on the part of the Stockholders, with the Securities and Exchange Commission ("SEC") a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration"), covering all of the Registrable Shares (the "Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"). The Registration Statement and Prospectus (and any other form or document required to be filed in connection with the exercise of the Registration Rights) shall be on the appropriate form, reasonably satisfactory to the Stockholders or, in the case of an underwritten offering, reasonably satisfactory to the Stockholders and the underwriter, and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Shares for resale by each Stockholder in the manner or manners designated by it. The Company agrees (subject to Section 1.2 hereof) to use its reasonable best efforts to promptly file with cause the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after and will notify each Stockholder when such Registration Statement has become effective. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing thereof, but no later than of any amendments and supplements necessary for that purpose) during the period from the date that the Registration Statement is declared effective by the SEC until the earlier of (i) 180 days following the date on which the Stockholders shall have sold all of this Agreement and the Registrable Shares, (ii) the tenth date on which all of the Registrable Shares are eligible to be sold or transferred under Rule 144 without holding period or volume limitations, and (10thiii) business day 36 months after the date Effective Time (such period, the "Effective Period"). Upon seeking to offer and sell its Registrable Shares pursuant to the Registration Statement, each Stockholder agrees to provide in a timely manner information regarding the proposed distribution by such Stockholder of the Registrable Shares and such other information reasonably requested by the Company is notified (orally in connection with the preparation of and for the inclusion in the Registration Statement. The Company agrees to provide to each Stockholder the number of copies of the final Prospectus and any amendments or in writing, whichever is earlier) supplements thereto as are reasonably requested by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewsuch Stockholder. The Company shall promptly provide notify the Stockholders of any threatened stop order by the SEC comments received to Stockholders named in such or if the Registration Statement ceases to be effective for any reason at any time during the Effective Period (other than because of the sale of all of the securities registered thereunder or as permitted by Section 1.2 hereof), and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts and take all reasonable actions required to convert prevent the entry of such Form S-1 stop order or to a Form S-3 as soon as practicable after obtain the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for prompt withdrawal of any order suspending the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthereof.

Shelf Registration Statement. a. The Company will use shall, at its reasonable best efforts to promptly expense, prepare and, as soon as practicable but in no event later than the Initial Filing Deadline, file with the SEC, no later than 150 days following SEC the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Initial Shelf Registration Statement”) covering Statement with respect to resales of the resale of all Initial Transfer Restricted Securities by the Registrable Securities (determined as of two (2) business days prior Holders from time to such submission or filing) time on a delayed or continuous basis pursuant to Rule 415 and shall use its commercially reasonable efforts to have in accordance with the methods of distribution set forth in such Initial Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company thereafter shall use its reasonable best efforts to convert cause such Form S-1 Initial Shelf Registration Statement to a Form S-3 be declared effective under the 1933 Act as soon as practicable after possible, but no later than the Company is eligible to use Form S-3Initial Effectiveness Deadline. Such The Initial Shelf Registration Statement prepared pursuant hereto shall provide register for resale at least a number of Initial Transfer Restricted Securities equal to the resale Initial Required Registration Amount determined as of date the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinInitial Shelf Registration Statement is initially filed with the SEC. The Shelf Registration Statement may also cover any other securities shall contain the "Selling Securityholders" and "Plan of Distribution" sections in substantially 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 “Stockholders” hereunder. form attached hereto as Exhibit B. The Company shall maintain supplement or amend the continuous effectiveness of the Initial Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for the maximum period permitted Initial Shelf Registration Statement, or by SEC rulesthe 1933 Act, subject to any Suspension that may occur as described in Section 2(i)the 1934 Act or the SEC. By 9:30 a.m., and New York City time, on the date following the Initial Effective Date, the Company shall promptly prepare and file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such amendments, including post-effective amendments, and supplements as may be necessary to keep a Initial Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingStatement.

Shelf Registration Statement. The Company will agrees (subject to Section 1.2 hereof), as soon as possible but in all events within five (5) business days after the effective date of the Plan (the "Effective Date"), to file, without any request or any other action on the part of the Stockholders, with the SEC a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration"), covering all of the Registrable Shares (the "Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"); provided, that the Stockholders shall have provided the information required to be provided to the Company pursuant to Section 1.5(b) hereof. The Registration Statement and Prospectus (and any other form or document required to be filed in connection with the exercise of the Registration Rights) shall be on the appropriate form, reasonably satisfactory to the Stockholders or, in the case of an underwritten offering, reasonably satisfactory to the Stockholders and the underwriter, and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Shares for resale by each Stockholder in the manner or manners designated by it. The Company agrees (subject to Section 1.2 hereof) to use its reasonable best efforts to promptly file with cause the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable after filing it and will notify each Stockholder when such Registration Statement has become effective. The Company agrees (subject to Section 1.2 hereof) to use its reasonable best efforts to keep the Registration Statement effective (including the preparation and filing thereof, but no later than of any amendments and supplements necessary for that purpose) during the period from the date that the Registration Statement is declared effective by the SEC until the earlier of (i) 180 days following the date on which the Stockholders shall have sold all of this Agreement the Registrable Shares and (ii) the tenth date on which all of the Registrable Shares are eligible to be sold or transferred under Rule 144 without holding period or volume limitations (10th) business day after such period, the date "Effective Period"). Upon seeking to offer and sell its Registrable Shares pursuant to the Registration Statement, each Stockholder agrees to provide in a timely manner information regarding the proposed distribution by such Stockholder of the Registrable Shares and such other information reasonably requested by the Company is notified (orally in connection with the preparation of and for the inclusion in the Registration Statement. The Company agrees to provide to each Stockholder the number of copies of the final Prospectus and any amendments or in writing, whichever is earlier) supplements thereto as are reasonably requested by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewsuch Stockholder. The Company shall promptly provide notify the Stockholders of any threatened stop order by the SEC comments received to Stockholders named in such or if the Registration Statement ceases to be effective for any reason at any time during the Effective Period (other than because of the sale of all of the securities registered thereunder or as permitted by Section 1.2 hereof), and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts and take all reasonable actions required to convert prevent the entry of such Form S-1 stop order or to a Form S-3 as soon as practicable after obtain the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for prompt withdrawal of any order suspending the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingthereof.

Shelf Registration Statement. The (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 such Demand Stockholders. (b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(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 5.3(d), the Company will use its reasonable best efforts to promptly file with keep the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following five (5) years after the date of this Agreement and Shelf Registration Statement has been declared effective; (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered by the SEC that the Shelf Registration Statement will not 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 “reviewed” or will not be subject Registrable Securities; and (iii) the date on which this agreement terminates pursuant to further review. The Section 7.1. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall promptly provide any SEC comments received be entitled, from time to Stockholders named time, by providing written 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 and will promptly respond to during any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. 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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (e) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included by it on the Shelf Registration Statement at in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto 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 5.3). 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) the Company shall forward the Take-Down Notice to all other holders 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 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) 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 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten 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 Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 5.1(g).

Shelf Registration Statement. The (a) Within 30 Business Days after the Company will use its reasonable best efforts to promptly files with the SEC the financial statements required under Item 7 of SEC Form 8-K in connection with the consummation of the transactions contemplated by the Merger Agreement, the Company shall file with the SECSEC a Shelf Registration Statement relating to the offer and sale, no later than 150 days following by the date Holders from time to time, of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3then outstanding or otherwise then registrable under SEC regulations, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 cause the Shelf Registration Statement to a Form S-3 be declared effective by the SEC as soon as reasonably practicable after filing; provided, however, that the Company is eligible shall be permitted to use Form S-3. Such satisfy its obligations under this sentence by amending (to the extent permitted by applicable law) the Shelf Registration Statement shall provide for relating to the resale offer and sale of the Registrable Securities included therein filed by the Company with the SEC on November 27, 2002 (Registration No. 333-101537) pursuant to this Agreement prior to its amendment as of October 6, 2003. Notwithstanding any method or combination provision of methods legally available tothis Agreement to the contrary, and requested by, any Stockholder named therein. The the Shelf Registration Statement may also cover any other securities register the offering 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 securities that have shelf registration rights pursuant to the rights of “Stockholders” hereunderWCAS Registration Rights Agreement. The Company shall maintain notify each Holder of the continuous effectiveness date on which the Shelf Registration Statement is declared effective. (b) If a Holder wishes to sell, transfer or otherwise dispose of Registrable Securities pursuant to the Shelf Registration Statement, such Holder shall deliver to the designated representative of the Company a written notice (a "Shelf Resale Notice") of such Holder's good-faith present intention to sell, transfer or otherwise dispose of some or all of such Holder's Registrable Securities, and the number and type of Registrable Securities such Holder proposes to sell, transfer or otherwise dispose of. Upon receipt of each Shelf Resale Notice, the Company shall, no later than the second Business Day after such Shelf Resale Notice has been given, either (i) provide a Suspension Period Notice or (ii) give written notice (a "Company Shelf Response") to the Holder who gave such Shelf Resale Notice stating that the prospectus relating to the Registration Statement is current and that the Registrable Securities covered by the Shelf Resale Notice may be resold within ten Business Days after receipt of such Company Shelf Response. If the Company does not respond within such two Business Days, it shall be deemed to have given a Company Shelf Response. Any Holder who receives or is deemed to have received a Company Shelf Response shall then have ten Business Days after receipt of such Company Shelf Response in which to sell, transfer or otherwise dispose of the shares subject to the Shelf Resale Notice. If such Holder does not sell, transfer or otherwise dispose of such Registrable Securities within such period, the Holder shall be required to deliver another Shelf Resale Notice and comply again with the other requirements of this Section 3(b) before selling, transferring or otherwise disposing of Registrable Securities pursuant to the Shelf Registration Statement. All notices pursuant to this Section 3(b) shall be provided by facsimile transmission or electronic mail delivery and confirmed by direct telephonic communication with the Company's designated representative referred to in Section 19. (c) The Shelf Registration Statement shall cover the offering and sale of the Registrable Securities only in accordance with 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 for Statement. Notwithstanding the maximum period permitted by SEC rulesforegoing, subject if any Holder wishes to any Suspension that may occur as described in Section 2(i)effect an Underwritten Offering of Registrable Securities pursuant to the Shelf Registration Statement, such Holder shall be required to exercise a demand registration right pursuant to, and shall promptly prepare have the rights and file with the SEC such amendmentsobligations of a Holder under, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingSection 4.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, as promptly as practicable, but no later than 150 days the close of business on the fifth day following the date of this Agreementon which the Company files its Quarterly Report on Form 10-Q for the period ended June 30, 2020 (and if the SEC is not open on such day, the next day that the SEC is open) (or if a later time for filing is requested by Ventas, at such later time), a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (except which registration statement, if the Company is then ineligible eligible to register for resale the Registrable Securities on Form S-3file such, such registration shall be on such other form available to register for resale as an automatic shelf registration as defined in Rule 405 under the Registrable Securities as a secondary offering (including Form S-1)Act) (the a “Shelf Registration Statement”) covering relating to the offer and resale of all the Registrable Securities (determined as by any Stockholder at any time and from time to time following the date on which the Shelf Registration Statement is filed in accordance with the methods 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 distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1immediately effective, the Company shall use its reasonable best efforts to convert cause such Form S-1 Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a Form S-3 “Shelf Registration.” For so long as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for S-3 (or successor form), the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer to the extent any Registrable Securities outstandingremain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following fifteen (15) Business Days after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective by the Commission as soon as reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 days the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement Filing Date and (iiy) the tenth (10th) business day 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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 Securities. If, at any time the Company shall have qualified for the use of a Form S-3 or any other form which 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, as soon as reasonably practical, convert such period during which outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement is effectiveon Form S-3. (b) Subject to Section 2.3 and Section 2.4, each of (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the Permitted Transferees of the Initial Stockholders, (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Pico Equityholders or the Permitted Transferees of the Pico Equityholders, (iii) Cantor or its designees or (iv) GGC or its designees (collectively, 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 PeriodRegistration 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 (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 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 promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until such time as there are no longer has been declared effective by the Commission, the Demanding Holders may request, and the Company shall be required to facilitate, (i) an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities outstandingby the Demanding Holders (other than Cantor and GGC), (ii) one (1) Shelf Underwriting on behalf of Cantor and (iii) one (1) Shelf Underwriting on behalf of GGC; 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 requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following twenty (20) Business Days after the date of this AgreementMerger Closing Date (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (i) 180 days the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement hereof and (ii) the tenth (10th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly prepare and file with the SEC Commission such amendments, including post-effective amendments, amendments supplements and supplements new registration statements as contemplated by Rule 415(a)(6) as may be necessary to keep a Shelf Registration Statement effective 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 outstanding Securities. In the event the Company files the Shelf Registration Statement on a Form S-1 (such period during which the “Form S-1 Shelf”), the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. As soon as practicable following the effective date of a Shelf Registration Statement but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Shelf Registration Statement. (b) Subject to Section 2.3 and Section 2.4, at any time and from time to time, any of (i) the Sponsor Holder, (ii) the Holders of a majority in interest of the then-outstanding number of Registrable Securities, or (iii) any Holder or group of Holders, if the total offering price is effectivereasonably expected to equal or exceed, in the aggregate, the Minimum Demand Threshold, may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Demanding Holder(s)”), 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 PeriodUnderwriting”). As promptly as practicable, but no later than three (3) 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 (i) the Registrable Securities of the Demanding Holders and (ii) 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 five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable best efforts to promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until has been declared effective, each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities; provided, however, that a Shelf Underwriting shall not be counted for such time as there are no longer any purposes unless a Registration Statement has become effective and all of the Registrable Securities outstandingrequested by such Demanding Holder to be registered in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “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 Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of 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 and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the 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 Underwritten Block Trade. A majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. The Company will use its reasonable best efforts 4.1. Subject to promptly file with the SEC, no later than 150 days following the date conditions of this AgreementSection 4, a shelf at any time after the earlier of April 30, 2007 and the registration statement on Form S-3 (or successor formof the Company's Ordinary B Shares under Section 12(g) (except of the Exchange Act, if the Company is then ineligible to register for resale shall receive a written request(s) from any Holder(s), holding, in the Registrable Securities on Form S-3aggregate, such registration shall be on such other form available to register for resale not less than 10% of the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Original Registrable Securities (determined as subject the last sentence of two (2) business days prior this Section 4.1), that the Company file a registration statement for an offering to such submission or filing) be made on a delayed or continuous basis and shall use its commercially reasonable efforts pursuant to have such Rule 415 of the Securities Act registering the resale from time to time by the Holders thereof of all of the relevant Registrable Securities (the "Shelf Registration Statement declared effective as soon as reasonably practicable after Statement"), then the filing Company shall, within thirty (30) days of the delivery thereof, but no later than the earlier give written notice of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingsuch request to all Holders, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject which may elect to further review. The Company shall promptly provide any SEC comments received to Stockholders named join in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on request, as specified in a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable written request given within fifteen (15) days after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale delivery of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinCompany's written notice. The Shelf Registration Statement may also cover any other securities shall be on Form F-3 or another appropriate registration statement permitting registration of such Registrable Securities for resale by the Company Holders in accordance with the methods of distribution elected by them and other holders of the Company’s securities; provided that, for the avoidance of doubt, set forth in such other holders shall not be entitled to the rights of “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expiration, if applicable, to be declared effective under the Securities Act within 3 months after the Holders' initial request in accordance with a successor effective this Section and to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) two years following the date such time as there are no longer any registration was declared effective and (ii) the disposition of all Registrable Securities outstandingincluded in such Shelf Registration Statement. As long as the Bank holds at least 75% of the Original Registrable Securities held by the Bank, the Bank shall have the right, alone, to require a Shelf Registration Statement under this Section 4.1, at the earlier of (a) three (3) years after the date hereof, and (b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective. As long as Agate holds shares of the Company that are Original Registrable Securities that constitute at least 1.5% of the issued and outstanding share capital of the Company, Agate shall have the right, alone, to require a Shelf Registration Statement under this Section 4.1 (provided that the total expected offering price of the Original Registrable Securities required to be registered by Agate is at least $2.5 million), at the earlier of (a) three (3) years after the date on which the Registrable Securities have been issued to Agate, and (b) 30 days after one registration statement is effected under Sections 2 or 4 hereunder, or is effected under Section 3, provided Registrable Securities are actually included in such registration, and, in each case, is declared effective.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SEC, no later than 150 days following the date other terms and conditions of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible agrees to register for resale file with the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective SEC as soon as reasonably practicable after the filing thereofClosing Date, but in no event later than the earlier 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 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 (isuch Registration Statement or Statements, collectively, the "Shelf Registration Statement") 180 days following the date of this Agreement 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 Each Shelf Registration Statement will not shall be “reviewed” on Form S-3 under the Securities Act or will not be subject to further reviewanother 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 interest of Transfer Restricted Securities being sold. The Company shall promptly provide not permit any SEC comments received securities other than the Transfer Restricted Securities to Stockholders named be included in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its all reasonable best efforts to promptly replace any cause each Shelf Registration Statement at or before expiration, if applicable, with a successor to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement until continuously effective under the Securities Act, subject to Section 2(d) hereof, for two years after the date on which all of the Transfer Restricted Securities are sold (including those sold pursuant to the option granted to the Purchaser in the Purchase Agreement) to the Purchaser (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be any Registrable Transfer Restricted Securities outstanding.

Shelf Registration Statement. The Company will At such time as the Corporation shall be eligible to use Form S-3 for secondary offerings, a Requesting Holder at any time may utilize its reasonable best efforts right to promptly make a Demand Request (without the need to satisfy any requirement for a minimum proposed offering price to the public) by delivery to the Corporation of a written request (a "Shelf Request") to the Corporation to file a registration statement with the SEC, no later than 150 days following SEC seeking to register the date offer and sale of the Registrable Securities by the Holders thereof from time to time pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement"). Subject to the provisions of this Agreement, within 45 days after receipt of any such Shelf Request, the Corporation shall file a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Statement and shall use its all commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable and in any event on or before 90 days after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by filing. If the SEC notifies the Corporation that the Shelf Registration Statement will not be “reviewed” receive no action or review from the SEC, the Corporation will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files request that the Shelf Registration Statement on a Form S-1, become effective within five Business Days after receipt of such SEC notification. Upon the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after effectiveness under the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness Act of the Shelf Registration Statement for Statement, the maximum period permitted by SEC rules, subject Corporation will use all commercially reasonable efforts to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with cause the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time to remain effective, and supplemented and amended as there are no longer any required by throughout period ending on the date which is the earliest to occur of (A) the date that all Registrable Securities outstanding registered under such Registration Statement may be sold in a three-month period under Rule 144 under the Securities Act, (B) the date all Registrable Securities registered under such period during Registration Statement have been sold and (C) three years after the date on which a such Shelf Registration Statement is effective, becomes effective with respect to the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any offer and sale of Registrable Securities outstandingplus the aggregate number of days in all applicable Suspension Periods.

Shelf Registration Statement. (a) The Company will cause, by June 30, 2002 (the "S-3 Filing Date"), to be prepared and filed, and will use its commercially reasonable best efforts to promptly file have declared effective with the SEC, no later than 150 Commission within 60 days following the date of this Agreementafter filing, a shelf registration statement Registration Statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available of registration statement that the Company shall determine and that is reasonably satisfactory to register the Holders) for resale an offering to be made on a continuous basis pursuant to Rule 415 (or any similar rule that may be adopted by the Registrable Commission) under the Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) Act 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 the "Shelf Registration Statement declared effective as soon as reasonably practicable after Statement" and such registration, the filing thereof"Shelf Registration"); provided, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date however, that if the Company is notified (orally or shall furnish to the Holders a certificate signed by any executive officer of the Company stating that in writing, whichever is earlier) by the SEC that 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 will not be “reviewed” or will not be subject at such time and it is therefore essential to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In defer the event the Company files filing of the Shelf Registration Statement on a Form S-1Statement, the Company shall use its have the right to defer such filing one time in any 12 month period for a reasonable best efforts period, not to convert such Form S-1 to a Form exceed 60 days; provided further that, if the Completion Date (as defined in the Securities Purchase Agreement) is later than June 30, 2002, the S-3 as soon as practicable Filing Date shall be 90 days after the Company is eligible Completion Date with respect to use Form S-3. Such Shelf Registration Statement shall provide for the resale Shares of Common Stock purchased on the Completion Date and the shares of Common Stock issuable upon exercise of the Registrable Securities included therein pursuant Warrant granted to any method or combination of methods legally available to, and requested by, any Stockholder named thereinHolder on the Completion Date. The Shelf Registration Statement may also cover any other securities of be terminated (and the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled have no obligation to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of update the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to any Suspension that and may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until suspend sales thereunder) at such time as there are no longer any all Registrable Securities outstanding 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 "Termination Date"). The Holders shall furnish to the Company such period during information regarding themselves, the Registrable Securities held by them, and the intended method of distribution of such securities as shall be required to effect the Shelf Registration Statement. In that connection, each Holder shall be required to represent that all such information which a is given is both complete and accurate in all material respects. (b) So long as the Shelf Registration Statement is effective, the “Shelf Period”Company will furnish to the Purchaser as soon as practicable after available (but in the case of the Company's Annual Report to Stockholders, within 120 days after the end of each fiscal year of the Company). The Company , (i) one copy of (A) its Annual Report to Stockholders (which Annual Report shall use 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 Annual Report to Stockholders, its reasonable best efforts Annual Report on Form 10-K, (C) if not included in substance in its Quarterly Reports to promptly replace any Shelf Stockholders, its quarterly reports on Form 10-Q during such fiscal year, and (D) a full copy of the particular Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any covering the Registrable Securities outstanding.(the foregoing, in each case, excluding exhibits), (ii) upon the reasonable

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, As soon as practicable but no later than 150 days following thirty (30) Business Days after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 days 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 of this Agreement and (iiy) the tenth fifth (10th5th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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 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 which 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, as soon as reasonably practical, convert such period during which outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingon Form S-3.

Shelf Registration Statement. (a) The Company will use Company, at its reasonable best efforts expense, agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective 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 pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement. The Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof, but no in any event not later than the Effectiveness Target Date after the Closing Date, and to keep each Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) 180 days following the date that is two years after the date on which all of this Agreement and the Notes are sold by the Company (including those sold pursuant to the option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), (ii) the tenth (10th) business day after date when 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale Holders of the Registrable Securities included therein are able to sell all such securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act or any successor rule thereto or otherwise, or (iii) the sale pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other of all 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingregistered thereunder.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale timely receipt of all information reasonably required from 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1Investor, the Company shall use its reasonable best efforts to convert such Form S-1 to file, not later than (i) 45 days after the Closing Date (the "S-3 Filing Deadline"), a Registration Statement on Form S-3 as soon as practicable after 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 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 shall use its reasonable best efforts to remain qualified to file the Form S-3. Such 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 shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as is reasonably practicable after the filing thereof, and shall use its commercially reasonable efforts to 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 by the Investor, are no longer Registrable Securities or are available to be sold without volume restrictions pursuant to Rule 144 promulgated under the Securities Act; provided that in no event shall the Company’s obligation to keep such Registration Statement effective extend beyond the two year anniversary of the date hereof. (c) The Company shall promptly notify the Investor by e-mail of the effectiveness of a Registration Statement promptly after the 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 the resale customary permitted means of the disposition of Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 “Stockholders” 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 such amendmentsSecurities, including post-effective amendmentsagented transactions, sales directly into the market and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)purchases or sales by brokers. The Company shall use its reasonable best efforts to promptly replace cause any Registrable Securities offered for resale pursuant to an effective Registration Statement to be listed on Nasdaq, or such other national securities exchange as the common stock of the Company may be listed during the time such Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingis effective.

Shelf Registration Statement. The (a) (i) 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 will shall file a Registration Statement on Form S-3 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 not eligible to file the Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, the Company shall file a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”). (b) Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act promptly file with after the filing thereof, but in the event of no “review” by the SEC, no later than 150 days the thirtieth (30th) calendar day following the date of this Agreementapplicable Filing Deadline, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 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 as soon as reasonably practicable after promptly (the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date period during which the Company is notified (orally or in writing, whichever is earlier) by the SEC that shall use its reasonable efforts to keep the Shelf Registration Statement will not be continuously effective under the Securities Act in accordance with this Section 8.1 is referred to as the “reviewed” or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsShelf 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 Registration Statement on Period) and thereafter becomes eligible to use a Form S-1S-3 Shelf, the Company shall use its reasonable best efforts to convert such the Form S-1 Shelf to a Form S-3 as soon as practicable Shelf promptly after the Company is eligible becomes so eligible. (c) The Company shall notify the Investor by e-mail of the effectiveness of a 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 use Form S-3the extent required by Rule 424 under the Securities Act. Such The “Plan of Distribution” section of such Shelf Registration Statement shall provide for permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available tomarket, and requested by, any Stockholder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted purchases or sales 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingbrokers.

Shelf Registration Statement. The (a) Subject to the terms and conditions hereof, the Company will shall file as soon as reasonably practicable after the date hereof, but in no event later than 30 days after such date, and use its commercially reasonable best efforts to promptly file with cause to be declared effective by the SEC, no later than 150 days following the date of this AgreementCommission as soon as reasonably practicable after such filing date, a shelf 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 (or successor forma “Qualified Registration Statement”) (except if relating to the Company is then ineligible offer and sale, from time to register for resale the time, of 9,898,508 Registrable Securities on Form S-3(such number of securities, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Initial Registered Amount” and such initial registration statement, the “Initial Shelf Registration Statement”). The Company shall file (i) covering up to two subsequent Qualified Registration Statements for each 3,959,403 of Registrable Securities that have vested above the resale 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 (determined set forth in the Filing Request consist of Warrant Shares vested as of two (2) business days prior to the date of such submission or filing) Filing Request that have not been included on a delayed or continuous basis and 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 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 shall be 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 declared effective as soon as reasonably practicable after until he, she or it has received copies of a supplemented or amended prospectus correcting the filing thereof, but no later than the earlier of Misstatement (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date it being understood that the Company is notified (orally or in writinghereby covenants to, 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible time of such notice, but in no event later than ten (10) days following such notice, and without any further request from a Holder of Registrable Securities, prepare a post-effective amendment or supplement to use Form S-3. Such any Shelf Registration Statement shall provide for or the resale prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein pursuant to therein, the prospectus will not include a Misstatement). If the filing, initial effectiveness or continued use of any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover in respect of any other securities 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 and other holders certifying the existence of Adverse Disclosure in good faith, delay the Company’s securities; provided thatfiling or initial effectiveness of, for the avoidance of doubtor suspend use of, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum shortest period permitted of time, but in no event more than thirty (30) days, determined in good faith by SEC rulesthe 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), each of the Holders covenants that it shall, subject to Applicable Law, keep the fact of any Suspension that may occur as described in Section 2(i)such notice strictly confidential, and shall promptly prepare and file with the SEC such amendmentshalt any offer, including post-effective amendmentssale, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer trading, or other Transfer by it or any of its Affiliates of any Registrable Securities outstanding and promptly halt any use, publication, dissemination, or distribution of such Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates until, as the case may be, the applicable prospectus is supplemented or amended to correct the Misstatement or the thirty day period has elapsed, and, if 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. (such period during which e) At any time that a Shelf Registration Statement is effective, if any Holder delivers a notice to the Company (a “Shelf PeriodTake-Down Notice”). The Company shall use ) stating that it intends to sell all or part of its reasonable best efforts to promptly replace any Registrable Securities included on the Shelf Registration Statement at (a “Shelf Offering”), then the Company shall amend or before expiration, if applicable, with a successor effective supplement the Shelf Registration Statement until as may be necessary in order to enable such time as there are no longer any Registrable Securities outstandingto be distributed pursuant to the Shelf Offering. Notwithstanding any other provision of this Agreement, no other holders of securities of the Company shall be entitled to receive any notice of or have its securities included in any such 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 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 offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the applicable Holder (such acceptance not to be unreasonably withheld, conditioned, or delayed).

Shelf Registration Statement. The Company will Holder hereby requests that General Motors, and General Motors shall, subject to Section 2.8 hereof, use its commercially reasonable best efforts to promptly prepare and file with the SEC, no later than 150 days following the date of this Agreement, SEC and have declared effective as promptly as practicable a shelf registration statement (the "Shelf Registration Statement") on Form S-3 (or successor form) (except if under the Company is then ineligible Securities Act relating to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available offer and sale by the Holder at any time and from time to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) 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, and, subject to Sections 2.8 and 3.2, General Motors shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 keep the Shelf Registration Statement will not be “reviewed” effective under the Securities Act for so long as permitted by Rule 415 or, if earlier, until the earlier of the time when no Holder owns any Registrable Securities or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsthe second anniversary of the date hereof. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 cannot be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement kept effective for the maximum period permitted by SEC rulessuch period, General Motors shall, subject to any Suspension that may occur as described in Section 2(i)Sections 2.8 and 3.2 hereof, and shall promptly use commercially reasonable efforts to prepare and file with the SEC such amendments, including post-and have declared effective amendments, as promptly as practicable another registration statement on the same terms and supplements conditions as may be necessary to keep a the initial Shelf Registration Statement effective until and such time as there are no longer any Registrable Securities outstanding (such period during which a registration statement shall be considered the Shelf Registration Statement is effective, for purposes hereof. General Motors shall supplement and amend the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at to include therein any securities other than the Shares that become Registrable Securities or before expirationto reflect changes in the manner of distribution reasonably requested by the Holder. It is understood and agreed that General Motors may also register for public offering and sale pursuant to the Shelf Registration Statement, if applicableinitially 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 applicable rules under the Securities Act with a successor effective respect to Registrable Securities sold pursuant to such Shelf Registration Statement until such time as there are no longer by any Registrable Securities outstandingPerson other than a Holder).

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 days following sixty (60) Business Days after the 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 this Agreementa Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to 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 on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 days the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date of this Agreement Filing Date and (iiy) the tenth fifth (10th5th) business day Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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. (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 (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities outstanding 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 period during which a Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement is effective, the (“Shelf PeriodRegistrable 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 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 promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until 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 this subsection 2.1.1(b) with respect to any or all Registrable Securities, which number of Shelf Underwritings that the Company shall be required to facilitate shall be reduced by the number of any Demand Registrations pursuant to subsection 2.1.2; provided, however, that, in each case, a Shelf Underwriting shall not be counted for such time as there are no longer any purposes unless a Registration Statement has become effective and all of the Registrable Securities outstandingrequested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold.

Shelf Registration Statement. The Company will (a) Parent shall, on the terms and conditions hereinafter provided, use its reasonable best efforts to promptly file with the SEC, cause to be filed a Shelf Registration Statement no later than 150 days following 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 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, a shelf registration statement on Form S-3 (or successor form) (except if Parent agrees to prepare and file with the Company is then ineligible Commission such amendment and supplement to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering Statement and 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 prospectus used in connection therewith and shall otherwise use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after from the filing thereof, but no later than Effectiveness Date until the earlier of (i) 180 days following the first date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) that all Registrable Stock covered by the SEC that the Shelf Registration Statement will not have been sold or may be “reviewed” sold in a 3 month period under Rule 144(k); or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In (ii) five (5) years from the event the Company files date the Shelf Registration Statement on a Form S-1has been declared effective by the Commission; provided, the Company that such five-year period shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 extended to the rights extent of “Stockholders” hereunderany Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. The Company shall maintain At least five (5) Business Days prior to the continuous effectiveness of filing, the Shelf Registration Statement for (and each amendment thereto, as well any supplement to the maximum period permitted by SEC rules, subject prospectus contained therein) shall be provided to any Suspension that may occur as described in Section 2(i), the Purchasers' legal counsel prior to its filing with or other submission to the Commission and such legal counsel shall promptly prepare have a reasonable opportunity to review and file with the SEC comment on such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingStatement.

Shelf Registration Statement. (a) The Company will shall, at its expense, use its commercially reasonable best efforts to promptly prepare and file with the SEC, no later than 150 SEC within 60 days following the date of this Agreement, Closing Date a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale Statement with respect to resales of all the Registrable shares of Common Stock issued upon conversion of shares of Convertible Preferred Stock that are Transfer Restricted Securities (determined as of two (2) business days prior by each Holder from time to such submission or filing) 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 commercially reasonable efforts to prepare and file with the SEC 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 have such cause each Shelf Registration Statement described in 2(a) and 2(b) above to be declared effective as soon as reasonably practicable after under the filing thereof, but no later than the earlier of Securities Act. (id) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its commercially reasonable best efforts to convert such Form S-1 to name each Holder of Transfer Restricted Securities as a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such selling shareholder in each Shelf Registration Statement shall provide for at the resale time of its effectiveness so that such Holder is permitted to deliver the Registrable Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities included therein in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover 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 securities federal or state governmental authority, and the obligations of the Company and other holders to any Holder under this Agreement shall be expressly conditioned on the timely compliance of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Holder with such request. (e) After a Shelf Registration Statement for has become effective, the maximum period permitted by SEC rulesCompany shall, subject upon the request of any Holder of Transfer Restricted Securities, use its commercially reasonable efforts to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments(x) a supplement to the Prospectus or, including if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendmentsamendment 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 supplements 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 Prospectus forming a part thereof to be usable, subject to Sections 2(d) and 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 Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Company will (x) subject to Sections 2(d) and 2(e), use 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 a the Shelf Registration Statement continuously effective until such time for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the related Prospectus to be supplemented by any required supplement, and as there are no longer so supplemented to be filed pursuant to Rule 424 (or any Registrable similar provisions then in force) under the Securities outstanding Act and (such period during which a z) comply in all material respects with the provisions of the Securities Act with respect to the Shelf Registration Statement is effectiveduring the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the “Shelf Period”). The Company shall may suspend the filing or use its reasonable best efforts to promptly replace any of the Shelf Registration Statement at or before expirationany Prospectus, if applicablethe 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 a successor effective 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 time 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 fact of the suspension), except as there are no longer required by applicable law. (g) Notwithstanding anything herein to the contrary, the Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any Registrable written or oral guidance, comments, requirements or requests of the SEC staff and (ii) the Securities outstandingAct, would be deemed to constitute a primary offering of securities by it.

Shelf Registration Statement. The Company will use its reasonable best efforts (a) Subject to promptly file with the SECterms and conditions hereof, no later than 150 days following and further subject to the date availability of this Agreement, a shelf registration statement on Form S-3 S‑3 or any successor form thereto (or successor form“Form S‑3”) (except if 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 then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. If registering a number of Registrable Securities, the resale of SV:315627.6 1001640689v15 Company shall pay the registration fee for all the Registrable Securities (determined as to be registered pursuant to an automatic shelf registration statement at the time of two (2) business days prior filing of the automatic shelf registration statement and shall not elect to such submission or filing) pay any portion of the registration fee on a delayed deferred basis. (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 continuous basis and 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 shall use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following three (3) years after the date of this Agreement Shelf Registration Statement has been declared effective; and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) on which all Registrable Securities covered 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 Stockholders named have been sold thereunder in such Registration Statement accordance with the plan and will promptly respond to any such SEC comments. In method of distribution disclosed in the event the Company files prospectus included in the Shelf Registration Statement on a Form S-1Statement, the Company shall use its reasonable best efforts or otherwise cease to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale of the be Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingSecurities.

Shelf Registration Statement. The As soon as reasonably practicable, but in no event later than forty-five (45) days following the Effective Date, the Company will use its reasonable best efforts to promptly shall (a) file with the SEC, no later than 150 days following the date of this Agreement, Commission a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering under the resale Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of all the Registrable Securities (determined as of two (2) business days prior disclosure constituting a “shelf” registration statement for a public offering to such submission or filing) be made on a delayed or continuous basis and shall use its commercially reasonable efforts pursuant to have such Shelf Registration Statement declared effective as soon as reasonably practicable after Rule 415 under the filing thereof, but no later than the earlier of Securities Act) (i“Form S-3”) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) that covers all Registrable Securities then held by the SEC Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities subject to 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall (b) use its reasonable best efforts to convert cause such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for to become effective as promptly thereafter as practicable, but in any event not later than one hundred twenty (120) days after the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of Effective Date if the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled receives comments to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for from the maximum period permitted by staff of the Commission (“SEC rules, subject to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with Comments”) or ninety (90) days after the Effective Date if the Company does not receive SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Comments. The Company shall use its reasonable best efforts to promptly replace any prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement at or before expiration, if applicable, with a successor effective and the Shelf Prospectus as may be necessary to keep such Shelf Registration Statement until such time as there are no longer any effective and to comply with the provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all Registrable Securities outstandingsubject thereto during the period beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and ending on the earliest to occur of (i) 36 months after the effective date of such Registration Statement, (ii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement or (iii) the date when all Registrable Securities covered by the Shelf Registration Statement first become eligible for sale pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period, the “Shelf Registration Statement Effective Period”).

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective SEC as soon as reasonably practicable after the filing thereofClosing Date, but in no event later than the earlier 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 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 (isuch Registration Statement or Statements, collectively, the "Shelf Registration Statement") 180 days following the date of this Agreement 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 Each Shelf Registration Statement will not shall be “reviewed” on Form S-3 under the Securities Act or will not be subject to further reviewanother 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 interest of Transfer Restricted Securities being sold. The Company shall promptly provide not permit any SEC comments received securities other than the Transfer Restricted Securities to Stockholders named be included in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its all reasonable best efforts to promptly replace any cause each Shelf Registration Statement at or before expiration, if applicable, with a successor to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement until continuously effective under the Securities Act, subject to Section 2(d) hereof, for two years after the date on which all of the Transfer Restricted Securities are sold (including those sold pursuant to the option granted to the Initial Purchasers in the Purchase Agreement) to the Initial Purchasers (the "Effectiveness Period"), or such time as shorter period ending when there are no longer cease to be any Registrable Transfer Restricted Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly Partnership and the Guarantors shall file with the SEC, no later than 150 days following the date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3not exchanged in the Exchange Offer, such registration shall be on such other form available to register (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for resale the Registrable Securities as a secondary offering (including Form S-1)which Section 2(c)(ii)(D) applies (the “"Shelf Registration Statement”) covering "). The Partnership and 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 Guarantors shall use its commercially their respective reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after file with the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Commission 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable and in any event on or prior to the 90th day after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale delivery of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named thereinShelf Notice. The Shelf Registration Statement may also cover shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other securities than the Registrable Securities to be included in the Shelf Registration Statement. The Partnership and the Guarantors shall use their respective reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the date that is 180 days after delivery of the Company Shelf Notice and other holders of to keep the Company’s securitiesShelf Registration Statement continuously effective under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided thatprovided, for however, that the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness Effectiveness Period in respect of the Shelf Registration Statement for shall be extended to the maximum period permitted by SEC rules, subject extent required to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file permit dealers to comply with the SEC such amendments, including post-effective amendments, applicable prospectus delivery requirements of Rule 174 under the Securities Act and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingotherwise provided herein.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following (a) From and after the date hereof, subject to the terms and conditions hereof, and further subject to the availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if 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 then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. (b) Within ten (10) Business Days after receipt of a Shelf Notice pursuant to Section ‎4.3(a), the resale Company will deliver written notice thereof to all other holders of all the 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 (determined as 10) Business Days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section ‎4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date on which all of this Agreement the Registrable Securities included in such Shelf Registration Statement have been sold; and (ii) the tenth date on which this Agreement terminates pursuant to Section ‎6.1. (10thd) business day after Notwithstanding anything to the date contrary contained in this Agreement, the Company is notified (orally or shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in writingthe Shelf Registration Statement, whichever is earlier) by to require such holders of Registrable Securities to suspend the SEC that use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide during any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 (ii) of the definition 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, 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 (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which 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 (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demand Stockholder) on the Shelf Registration Statement (a “Shelf PeriodOffering”), 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 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 its commercially reasonable best efforts to promptly replace 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) 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. Additionally, the Company shall not be obligated to effect any Shelf Registration Statement 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 or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any least 80% of the number of Registrable Securities outstandingrequested by the Demand Stockholders to be included in such Underwritten Offering were included and sold or (B) within one hundred twenty (120) days of the completion of any Shelf Offering. (i) If any Demand Stockholder so elects, a Shelf Offering may involve a Permitted Distribution in Kind, and the Company will reasonably facilitate such distribution in the manner reasonably requested by such Demand Stockholder and in compliance with the Securities Act and Exchange Act, as applicable.

Shelf Registration Statement. The Company will use its reasonable best efforts Subject to promptly file with the SEC, no later than 150 days following the date terms and conditions of this Agreement, a shelf registration statement the Company shall use its commercially reasonable efforts to (i) as soon as practicable, but in no case later than forty-five calendar days after the Initial Issue Date of the initial Warrants issued pursuant to the Warrant Agreement (the “Filing Deadline”), prepare and file with the SEC an initial Registration Statement on Form S-3 (or successor form) (except or, if the Company is not then ineligible to register for resale the Registrable Securities eligible, on Form S-3, such S-1) or any successor form thereto or analogous registration shall be on such other statement form available to register for under the Securities Act covering the resale by the Holder(s) of the maximum number of Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of all the such Registrable Securities by the Holder(s) under Rule 415 at then prevailing market prices (determined as and not fixed prices). The Registration Statement shall contain “Selling Stockholders” and “Plan of two (2) business days prior to such submission or filing) on a delayed or continuous basis and Distribution” sections. The Company shall use its commercially reasonable efforts to have such Shelf the Registration Statement declared effective by the SEC as soon as reasonably practicable after the filing thereofpracticable, but in no event later than the earlier ninety (90) days following the initial filing of the Registration Statement (i) 180 days the “Effectiveness Deadline”). By 9:30 am on the business day following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1effectiveness, the Company shall use its reasonable best efforts file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to convert be used in connection with sales pursuant to such Form S-1 Registration Statement. Prior to a Form S-3 as soon as practicable after the filing of the Registration Statement with the SEC, the Company is eligible to use Form S-3. Such Shelf shall furnish a draft of the Registration Statement to the Holder(s) for their review and comment. The Holder(s) shall provide for furnish comments on the resale Registration Statement to the Company within 24 hours of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of receipt thereof from the Company’s securities; provided that, for . For the avoidance of doubt, such other holders shall not be entitled the Company is making no commitment herein to the rights facilitate any resale of “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Registered Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingon an underwritten basis.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following (a) From and after the date hereof, subject to the terms and conditions hereof, and further subject to the availability of this Agreement, a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) (except if 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 then ineligible to register for resale greater than the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) 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) covering or any successor form thereto. #99779303v16 (b) Within ten (10) Business Days after receipt of a Shelf Notice pursuant to Section 4.3(a), the resale Company will deliver written notice thereof to all other holders of all the 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 (determined as 10) Business Days after the Shelf Notice is received by any such holder of two Registrable Securities. (2c) business days prior Subject to such submission or filing) on a delayed or continuous basis and shall Section 4.3(d), the Company will use its commercially reasonable efforts to have such keep the Shelf Registration Statement declared continuously effective as soon as reasonably practicable after the filing thereof, but no later than until the earlier of (i) 180 days following the date on which all of this Agreement the Registrable Securities included in such Shelf Registration Statement have been sold; and (ii) the tenth date on which this Agreement terminates pursuant to Section 6.1. (10thd) business day after Notwithstanding anything to the date contrary contained in this Agreement, the Company is notified (orally or shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in writingthe Shelf Registration Statement, whichever is earlier) by to require such holders of Registrable Securities to suspend the SEC that use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Company shall promptly provide during any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC commentsBlackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company files 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 (ii) of the definition 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, 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 (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout 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, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the 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 notice. (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 to the Shelf Registration Statement on a Form S-1or the prospectus, the Company shall use its reasonable best efforts or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale purchasers of the Registrable Securities included therein pursuant therein, the prospectus will not include an untrue statement of a material fact or omit to state any method or combination of methods legally available tomaterial fact necessary to make the statements therein, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities in the light of the Company and other holders of the Company’s securities; provided thatcircumstances under which they were made, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, subject to misleading. (f) At any Suspension time that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which 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 (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demand Stockholder) on the Shelf Registration Statement (a “Shelf PeriodOffering”), 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 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 #99779303v16 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 its commercially reasonable best efforts to promptly replace 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) 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. Additionally, the Company shall not be obligated to effect any Shelf Registration Statement 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 or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any least 80% of the number of Registrable Securities outstandingrequested by the Demand Stockholders to be included in such Underwritten Offering were included and sold or (B) within one hundred twenty (120) days of the completion of any Shelf Offering. (i) If any Demand Stockholder so elects, a Shelf Offering may involve a Permitted Distribution in Kind, and the Company will reasonably facilitate such distribution in the manner reasonably requested by such Demand Stockholder and in compliance with the Securities Act and Exchange Act, as applicable.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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” reviewed or will not be subject to further review. The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s Company*s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” Stockholders 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts Prior to promptly file with the SEC, no later than 150 earlier of (i) fourteen (14) months after the Effective Date and (ii) fourteen (14) days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if after the Company is then ineligible becomes eligible to register for resale the Registrable Securities file a Registration Statement on Form S-3, such registration shall be the Company will file with the Commission a Registration Statement on Form S3, or such other form available as may be appropriate and available, under Rule 415 relating to register for the resale by the Holders of their Registrable Securities as a secondary offering (including Form S-1)) Shares (the “Shelf Registration Statement”) covering ). At the resale option 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 Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1Company, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder named therein. The Shelf Registration Statement may also cover any other securities the issuance of the Company and other holders of the Company’s securities; provided that, Registrable Shares in exchange for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Units. The Company shall use its reasonable best efforts to promptly replace any Shelf cause such Registration Statement at to be declared effective by the Commission for all of the Registrable Shares covered thereby as soon as practicable. The Company agrees to use its reasonable efforts to keep the Registration Statement (or before expiration, if applicable, with a successor effective Shelf Registration Statement filed with respect to the Registrable Shares), after its date of effectiveness, continuously effective until such time as the date (the “Termination Date”) on which there are no longer any Registrable Shares other than Rule 144 Eligible Shares. To satisfy its obligations hereunder, the Company may, at its option, in lieu of the Registration Statement described above, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities outstandingAct) at the time that a Registration Statement is to be filed, (A) file an automatic shelf registration statement which covers such Registrable Shares or (B) in lieu of filing a new Registration Statement, file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), the registration of the resale of such Registrable Shares by the Holders in an automatic shelf registration statement previously filed by the Company (in each case, such Registration Statement or Prospectus, together with such previously filed Registration Statement, as the case may be, will be considered the Shelf Registration Statement). The Holders agree not to offer or sell, without the Company’s consent, any Registrable Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be filed by the Holders with the Commission pursuant to Rule 433 under the Securities Act (any free writing prospectus consented to by the Company, a “Permitted Free Writing Prospectus”).

Shelf Registration Statement. (a) The Company will use its reasonable best efforts agrees to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) 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 Shelf Registration Statement declared effective SEC as soon as reasonably practicable after the filing thereofClosing Date, but in no event later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingFiling Date, whichever is earlier) by the SEC that the Shelf a Registration Statement will not for an offering to be “reviewed” made on a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or will not separate Registration Statements for an offering to be subject made on a continuous basis pursuant to further review. The Company shall promptly provide any SEC comments received to Stockholders named in Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1or Statements, collectively, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder named therein"SHELF REGISTRATION STATEMENT"). The Shelf Registration Statement may also cover any other securities of shall be on Form S-3 under the Securities Act or 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; provided, however, that the Company shall be required to participate in only one underwritten offering, in the aggregate, in connection with the Shelf Registration Statement 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 “Stockholders” hereunderall Subsequent Registration Statements. The Company shall maintain not permit any securities other than the continuous effectiveness of Transfer Restricted Securities to be included in the initial 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”)Statement. The Company shall use its reasonable best efforts to promptly replace any cause the Shelf Registration Statement at or before expiration, if applicable, with a successor 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 until continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "EFFECTIVENESS PERIOD"), or such time as shorter period ending when there are no longer cease to be any Registrable Transfer Restricted Securities outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly Issuers shall file with the SEC, no later than 150 days following the date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3Notes not exchanged in the Exchange Offer, such registration shall Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be on such other form available an amendment to register for resale the Registrable Securities as a secondary offering (including Form S-1)) Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”) covering ). The Issuers shall file with the resale of all Commission 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 Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 180 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective as soon as reasonably practicable under the Securities Act on or prior to the 90th day after the filing thereofCompany determines or is notified that such a Shelf Filing Event has occurred and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), but no later than subject to extension pursuant to the earlier penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) 180 days following all Registrable Notes covered by the date Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of this Agreement the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the tenth (10th) business day after Company may suspend the date effectiveness of the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Shelf Registration Statement will not be “reviewed” or will not be subject by written notice to further review. The Company shall promptly provide any SEC comments received the Holders solely as a result of the filing of a post-effective amendment to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Initial Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert where such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 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 Stockholder 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 “Stockholders” 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 such amendments, including post-effective amendments, amendment is not yet effective and supplements as may needs to be necessary declared effective to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, permit holders to use the “Shelf Period”). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement until such time as there are no longer any Registrable Securities outstandingrelated Prospectus.

Shelf Registration Statement. (a) The Company will use its reasonable best efforts to promptly agrees that it shall file with the SEC, no later than 150 days following the date of this Agreement, SEC a shelf registration statement on Form S-3 (or successor form) (except under the Securities Act if the Company is then ineligible eligible to register for resale use such form, or if the Registrable Securities on Form S-3Company is not then so eligible, any other SEC form which the Company is then eligible to use (any such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “"Shelf Registration Statement”") covering for an offering to be made on a delayed and continuous basis pursuant to Rule 415 thereunder, and/or any similar rule that may be adopted by the SEC, to register the resale of all the any Registrable Securities (determined outstanding as of two such date (2including any Shares (or securities issuable upon exercise of the Warrants) business days prior that are not freely tradable without restriction imposed by the Securities Act by Persons who are not Affiliates of the Company) by the Holders from time to time in accordance with the methods of distribution elected by such submission or filing) on a delayed or continuous basis Holders and shall use its commercially reasonable efforts to have set forth in such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing thereofand, but no later than the earlier of (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writingthereafter, 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert cause such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for to be declared effective under the resale of Securities Act on or before 5:00 pm eastern time on the Registrable Securities included therein pursuant to any method or combination of methods legally available todate that is one hundred twenty (120) days after the Closing Date (the "Effective Date"). (b) Notwithstanding the foregoing, and requested by, any Stockholder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of may postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed thirty (30) consecutive trading days if the maximum period permitted by SEC rules, subject to any Suspension that may occur as described Board of Directors of the Company shall have determined in Section 2(igood faith because of valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, capital raising activities, pending corporate developments and shall promptly prepare and file with similar events, that postponing effectiveness is in the SEC such amendments, including post-effective amendmentsbest interests of the Company, and supplements as may be necessary prior to keep a Shelf Registration Statement effective until postponing the effectiveness the Company provides the Holders with written notice of such time as there are no longer any Registrable Securities outstanding postponement, which notice need not specify the nature of the event giving rise to the postponement. (such period during which a Shelf Registration Statement is effective, the “Shelf Period”). c) The Company shall use its reasonable best efforts to: (i) to promptly replace any keep the Shelf Registration Statement at or before expiration, if applicable, continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earliest of (1) the sale of all Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Securities Act with a successor effective respect to all Registrable Securities held by Persons who are not Affiliates of the Company; and (3) one year from the date upon which the Shelf Registration Statement until is declared effective under the Securities Act (such time period being referred to herein as there the "Effectiveness Period"). (d) The Company may suspend the use of the prospectus included in the Shelf Registration Statement for two separate periods (each, a "Blackout Period") not to exceed thirty (30) consecutive trading days if the Board of Directors of the Company shall have determined in good faith because of valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, capital raising activities, pending corporate developments and similar events, that 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 the suspension. The Company may not declare more than one Blackout Period in any 365-calendar day period. The Blackout Periods, and the restriction against declaring more than one Blackout Period in any 365-day period, are no longer any together referred to as the "Maximum Blackout Periods." (e) In the event that Holders are prevented from selling Registrable Securities outstandingShares through the Shelf Registration Statement as a result of a Blackout Period declared by the Company, the Effectiveness Period shall be extended by the number of days that Holders are prevented from making sales under the Shelf Registration Statement as a result of such Blackout Periods.

Shelf Registration Statement. (a) The Company will shall, at its expense, use its reasonable best efforts to promptly prepare and file with the SEC, SEC within six months following the Closing Date as promptly as practicable after the Amendment Effective Time (but no later than 150 days following the date of this AgreementJune 15, 2018) a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior Statement with respect to such submission or filing) resales by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions in force) of shares of Common Stock issuable upon mandatory conversion(x) issuable upon the Mandatory Conversion of shares of Convertible Preferred Stock, (y) issuable as Regular Dividends (whether on a Regular Dividend Payment Date or on a Mandatory Conversion Date) and shall (z) 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 commercially reasonable efforts to have such Shelf Registration Statement declared effective prepare and file with the SEC within one year following the Closing Date as soon promptly as reasonably practicable after the filing thereof, Amendment Effective Time (but no later than the earlier 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 (i) 180 days following the date of this Agreement and (ii) the tenth (10th) business day after the date or any similar provisions then in force). If eligible, the Company is notified (orally or in writing, whichever is earliermay satisfy the requirement to file a Shelf Registration Statement pursuant to this Section 2(b) by registering for resale the SEC that Convertible Preferred Stock on the Shelf Registration Statement will not required to be “reviewed” or will not be subject to further review. filed under Section 2(a) above. (c) The Company shall promptly provide any SEC comments received to Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such cause each Shelf Registration Statement described in 2(a) and 2(b) above to be declared effective under the Securities Act. (d) The Company shall provide for use its reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the resale time of its effectiveness so that such Holder is permitted to deliver the Registrable Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities included therein in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover 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 securities federal or state governmental authority, and the obligations of the Company and other holders to any Holder under this Agreement shall be expressly conditioned on the timely compliance of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall not be entitled to the rights of “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Holder with such request. (e) After a Shelf Registration Statement for has become effective, the maximum period permitted by SEC rulesCompany shall, subject upon the request of any Holder of Transfer Restricted Securities, use its reasonable efforts to any Suspension that may occur as described in Section 2(i), and shall promptly prepare and file with the SEC such amendments(x) a supplement to the Prospectus or, including if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendmentsamendment 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 supplements 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 Prospectus forming a part thereof to be usable, subject to Sections 2(d) and 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 Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Company will (x) subject to Sections 2(d) and 2(e), use 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 a the Shelf Registration Statement continuously effective until such time for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the related Prospectus to be supplemented by any required supplement, and as there are no longer so supplemented to be filed pursuant to Rule 424 (or any Registrable similar provisions then in force) under the Securities outstanding Act and (such period during which a z) comply in all material respects with the provisions of the Securities Act with respect to the Shelf Registration Statement is effectiveduring the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the “Shelf Period”). The Company shall may suspend the filing or use its reasonable best efforts to promptly replace any of the Shelf Registration Statement at or before expirationany Prospectus, if applicablethe 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 a successor effective 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 time 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 fact of the suspension), except as there are required by applicable law. (g) Notwithstanding anything herein to the contrary, the Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or oral guidance, comments, requirements or requests of the SEC staff and (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) the Company is no longer any Registrable Securities outstandingeligible to file and maintain a Shelf Registration Statement.

Shelf Registration Statement. (a) The Company will shall use its reasonable best efforts to promptly file with the SEC, no later than 150 days following the date of this Agreement, a shelf registration statement on Form S-3 (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering (including Form S-1)) and Exchange Commission (the “"Commission") by the Filing Date a Shelf Registration Statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing") on a delayed Form S?3 (or continuous basis and any successor form thereto) to register resales by Purchaser of the Shares. The Company shall use its commercially reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable possible after the filing thereof, Filing Date but in no event later than the earlier of (i) 180 days following the date of this Agreement 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 Stockholders named in such Registration Statement and will promptly respond to any such SEC comments. In the event the Company files the Shelf Registration Statement on a Form S-1, the Company shall use its reasonable best efforts to convert such Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Such Shelf Registration Statement shall provide for the resale termination of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Stockholder named therein. The Shelf Registration Statement may also cover any other securities of Lock-Up Period (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 “Stockholders” 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 such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement effective until such time as there are no longer any Registrable Securities outstanding (such period during which a Shelf Registration Statement is effective, the “Shelf Period”"Termination Date"). The Company shall use its reasonable best efforts to promptly replace any keep such Shelf Registration Statement at continuously effective and usable until the date on which all of the Shares are sold or before expiration, if applicable, with a successor effective such earlier date as the Shares may be resold by Purchaser without registration under Rule 144(k) under the Securities Act (the "Final Date"). The Company shall deliver copies of the Prospectus to The New York Stock Exchange pursuant to Rule 153 under the Securities Act and to Purchaser on reasonable request. (b) Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or to omit a material fact required to be stated therein or necessary to make the statements made not misleading or (ii) not to be effective and usable for resale of the Shares until the Final Date, the Company shall notify Purchaser as soon as reasonably practicable thereafter and, within two Business Days of the occurrence of such time event, file a supplement to the Prospectus included in (if a supplement is appropriate for such purpose) or, within four Business Days of the occurrence of such event, file an amendment to the Shelf Registration Statement, in the case of clause (i) immediately above correcting any such misstatement or omission, and in the case of either clause (i) or (ii) immediately above use best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as there are no longer any Registrable Securities outstandingsoon as reasonably practicable thereafter.

Shelf Registration Statement. The Company will use its reasonable best efforts to promptly file with the SEC, (a) As soon as practicable but no later than 150 forty-five (45) calendar days following after the date of this Agreementhereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement on Form S-3 under Rule 415 of the Securities Act (or successor form) (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, such registration shall be on such other form available to register for resale the Registrable Securities as statement, a secondary offering (including Form S-1)) (the “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) business days Business Days prior to such submission or 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 reasonably practicable after the filing thereof, but thereof and no later than the earlier of (ix) 180 90 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date of this Agreement hereof and (iiy) the tenth (10th) business day 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission 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 Stockholders named in review (such Registration Statement and will promptly respond to any such SEC comments. In earlier date, the event “Effectiveness Date”); provided, however, that (i) if the Company files the Shelf Registration Statement Effectiveness Date falls on a Form S-1Saturday, Sunday or other day that Commission is closed for business, the Company Effectiveness Date shall use its reasonable best efforts be extended to convert such Form S-1 the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a Form S-3 as soon as practicable after government shutdown, the Company is eligible to use Form S-3Effectiveness 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 Stockholder Holder 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 “Stockholders” hereunder. The Company shall maintain the continuous effectiveness of the Shelf Registration Statement for in accordance with the maximum period permitted by SEC rules, subject to any Suspension that may occur as described in Section 2(i)terms hereof, and shall promptly 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 effective 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 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 period during which 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 effectiveequal 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 promptly as practicable after being permitted to register additional shares under Rule 415 under the 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 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 Shelf Registration Statement 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 “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 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) any Significant Holder or (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities (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 PeriodRegistration 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 promptly replace 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 at is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or before expiration, if applicable, with advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a successor effective Shelf Registration Statement until such time as there are no longer 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 this subsection 2.1.1(b) with respect to any or all Registrable Securities outstandingin 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 requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, 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 (collectively, “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 Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of 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 Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the 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 Underwritten Block Trade.