Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) Subject to Section 2.14, the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall use its reasonable efforts to prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for under the Securities Act until the expiration of the Effectiveness Period subject to the rights of the Company under Section 3(i) to create a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesDeferral Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawlaw under ordinary circumstances, subject to the terms and conditions hereof, after effectiveness compliance with blue sky laws. None of the Resale Company's securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject Holders of a majority of the Registrable Securities held by the Liberty Holders ("Majority Liberty Holders") may, at any time after the first anniversary of the Closing Date, make a written request that the Company effect a shelf registration of a portion of the Registrable Securities held by the Liberty Holders and their direct or indirect transferees (the "Liberty Shelf Registration") pursuant to Section 2.14Rule 415; provided, that the aggregate amount of Registrable Securities that may be included in such Liberty Shelf Registration may not exceed 25% of the Liberty Holders' Initial Amount. Upon receipt of a request for the Liberty Shelf Registration, the Company shall prepare and file not later than fourteen promptly (14but in any event within 10 business days) months after the consummation date give written notice of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale proposed Liberty Shelf Registration Statement”) to all other Liberty Holders, and permitting registration of such Registrable Securities for resale by all such Holders in accordance with (including their direct and indirect transferees) shall have the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts right to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of include Registrable Securities in accordance with applicable law. If required by applicable law, the Liberty Shelf Registration subject to the terms foregoing limitation. From and conditions hereof, after effectiveness the second anniversary of the Resale Closing Date, the Majority Liberty Holders may make a written request that the Company amend the Liberty Shelf Registration Statementto include in the Liberty Shelf Registration no more than 50% of the Liberty Holders' Initial Amount. Upon receipt of such request, the Company shall file a supplement to such prospectus or promptly (but in any event within 10 business days) give written notice of the proposed amendment to all other Liberty Holders, and all such Holders (including their direct and indirect transferees) shall have the Resale right to include Registrable Securities in the amended Liberty Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide subject to the foregoing limitation. From and after the third anniversary of the Closing Date, the Majority Liberty Holders' may make a written request that the Company a duly completed and executed Notice and Questionnaire and amend the Liberty Shelf Registration to include in the Liberty Shelf Registration no more than 75% of the Liberty Holders' Initial Amount. Upon receipt of such request, the Company shall use reasonable efforts to cause promptly (but in any post-effective event within 10 business days) give written notice of the proposed amendment to all other Liberty Holders, and all such Resale Holders (including their direct and indirect transferees) shall have the right to include Registrable Securities in the amended Liberty Shelf Registration Statement filed for such purpose subject to be declared effective by the Commission as promptly as reasonably practicable foregoing limitation. From and after the filing thereoffourth anniversary of the Closing Date, the Majority Liberty Holders may make a written request that the Company amend the Liberty Shelf Registration to include in the Liberty Shelf Registration up to 100% of the Liberty Holders' Initial Amount. Upon receipt of such request, the Company shall promptly (but in any event within 10 business days) give written notice of the proposed amendment to all other Liberty Holders, and all such Holders (including their direct and indirect transferees) shall have the right to include Registrable Securities in the amended Liberty Shelf Registration up to 100% of the Liberty Holders' Initial Amount.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, The Issuer shall as reasonably promptly as practicable file with the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale Registration Statement covering all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration” and such Registration Statement, the “Initial Shelf Registration Statement”) and ). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Resale Initial Shelf Registration StatementStatement or any Subsequent Shelf Registration Statement (as defined below). The Company Issuer shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) Securities Act and 2.14, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the earliest of (i) the date that is two years from the Issue Date, or (ii) such shorter period ending when all shares of Common Stock Registrable Securities covered by the Resale Initial Shelf Registration Statement are no longer Registrable Securities. At have been sold in the time manner set forth and as contemplated in the Resale Initial Shelf Registration Statement is declared effectiveor, each Holder that has delivered if applicable, a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Subsequent Shelf Registration Statement and (the related prospectus “Effectiveness Period”); provided, however, that the Effectiveness Period in such a manner as 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Holder Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to deliver the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such prospectus to purchasers of Registrable Securities in accordance with applicable law. If action is required by applicable law; provided, subject however, that the Effectiveness Period shall be extended for the number of days of any such Shelf Suspension Period exercised by the Issuer. In the event that the Issuer is required to file an Initial Shelf Registration Statement solely as a result of the matters referred to in clause 2(c)(ii) hereof, but the Exchange Offer is subsequently completed prior to the terms and conditions hereof, after effectiveness sale of the Resale all Registrable Securities eligible to be sold under such Initial Shelf Registration Statement, upon consummation of the Company shall file a supplement Exchange Offer the Issuer will no longer be required to such prospectus file, have declared effective or amendment to continue the Resale effectiveness of the Initial Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment pursuant to such Resale Shelf Registration Statement filed for such purpose clause 2(c)(ii) (without prejudice to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofits obligations under clause 2(c)(i), (iii), (iv) or (v) hereof).

Shelf Registration. (a) Subject Any time after the Lock-up Period when the Company is eligible to Section 2.14use a short form registration statement under the Securities Act in connection with a secondary public offering of its equity securities, the Majority Stockholders may request that the Company shall prepare and file not later than fourteen (14) months after register under the consummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis Act pursuant to Rule 415 promulgated under the Securities Act (the a “Resale Shelf Registration StatementRegistration”) the sale of Registrable Securities owned by such Stockholders (“Shelf Registered Securities”). The Company shall give written notice of such request to all of the Stockholders as promptly as reasonably practicable but in no event later than ten days before the anticipated filing date of the registration statement relating to such Shelf Registration, and permitting registration such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities for resale by and any other information that at the time would be appropriate to include in such Holders notice, and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in accordance with writing to the methods Company, given within ten days after their receipt from the Company of distribution elected by the Holders and set forth in the Resale written notice of such Shelf Registration. The “Plan of Distribution” section of such Shelf Registration Statementshall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, hedging transactions, distributions to stockholders, partners or members of such Stockholders and sales not involving a public offering. The With respect to each Shelf Registration, the Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission (i) as promptly as reasonably practicable after the filing thereofwritten request of the Majority Stockholders, file a Registration Statement and (ii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective within 60 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. Upon written request made from time to time by holders of a majority of Shelf Registered Securities (the “Shelf Requesting Holder”), which request shall specify the amount of such Shelf Requesting Holder’s Shelf Registered Securities to be sold (the “Requested Shelf Registered Securities”), the Company shall use its commercially reasonable efforts to cause the sale of such Requested Shelf Registered Securities to be in the form of a firm commitment underwritten public offering (unless otherwise consented to by the Shelf Requesting Holder) if the anticipated aggregate offering price (calculated based upon the market price of the Registrable Securities on the date of such written request and including any Registrable Securities subject to any applicable over-allotment option) to the public equals or exceeds $10,000,000.00 (including causing to be produced and filed any necessary Prospectuses or Prospectus supplements with respect to such offering). The Company shall give written notice of such request to all other holders of Shelf Registered Securities no later than two Business Days after the Company receives such request from the Shelf Requesting Holder and, subject to Sections 2.4(d) and 2.14Section 2(g), to keep include in such Resale offering all Shelf Registration Statement continuously effective Registered Securities as may be requested by such holders of Shelf Registered Securities for inclusion in such offering from whom the Company has received a period ending when all shares written request for inclusion therein within two Business Days after receipt of Common Stock covered the Company’s notice. The managing underwriter or underwriters selected for such offering shall be selected by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Requesting Holder that has delivered a duly completed and executed Notice and Questionnaire shall be reasonably acceptable to the Company. Notwithstanding the foregoing, in connection with any offering of Requested Shelf Registered Securities involving an underwritten public offering that occurs or is scheduled to occur within 30 days of a proposed registered underwritten public offering of equity securities for the Company’s own account (a “Contemporaneous Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration StatementOffering”), the Company shall file a supplement not be required to cause such prospectus or amendment offering of Requested Shelf Registered Securities to take the Resale form of an underwritten public offering but shall instead offer the Shelf Requesting Holder the ability to include its Requested Shelf Registered Securities in the Contemporaneous Company Offering. No Shelf Registration Statement not less than once pursuant to this paragraph (c) shall be deemed a quarter as necessary Demand Registration pursuant to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofSection 2(a).

Shelf Registration. (a) Subject On or before the expiration of the Lockup Period (the “Shelf Date”), so long as the Company is eligible to Section 2.14do so, the Company shall prepare file with the SEC a Registration Statement providing for registration and file not later than fourteen (14) months after the consummation date of the IPOresale, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a continuous or delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities, provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR (the or any comparable or successor form or forms then in effect) (an “Resale Existing Shelf Registration Statement”) and permitting as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”) that covers resale of such the Registrable Securities Securities; provided, further, that for resale by such Holders in accordance with the methods avoidance of distribution elected by doubt, the Holders and existence of an Existing Shelf Registration Statement shall not have any effect on the restrictions set forth in the Resale Section 3.03. The Shelf Registration StatementStatement shall be on Form S-3 (or any comparable or successor form or forms then in effect) under the Securities Act; provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic shelf registration statement (as defined in Rule 405 under the Securities Act). The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the Investor no longer holds any Registrable Securities. If the Shelf Registration Statement is not on Form S-3ASR, the Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission become effective, as promptly as reasonably practicable after practicable, but in no event later than one hundred twenty (120) days following the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject So long as it would not reasonably be expected to Section 2.14materially delay the applicable Rights Offering, (i) the Company shall prepare may, at its option, file with the SEC one or more shelf registration statements on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of securities), in form and file not later than fourteen substance reasonably satisfactory to the Investor, covering the issuance of Rights and Rights Shares, together with such other securities as the Company may elect (14) months after together with the consummation date of the IPOprospectus relating thereto and any prospectus supplement and offering documents, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration (ii) in the event the Company has in effect, at the time of the Investor’s delivery of a Rights Offering Notice, an effective Shelf Registration Statement sufficient to cover the issuance of the Rights and the Rights Shares to be offered in such Rights Offering, then rather than filing a Rights Offering Registration Statement pursuant to Section 3.01(c) or 3.02(c), as applicable, the Company shall be entitled to employ such Shelf Registration Statement as the relevant Rights Offering Registration Statement for purposes of such Registrable Securities for resale by Rights Offering. Any such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementStatement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) will be provided to the Investor prior to its filing with or other submission to the SEC. The Company shall use its reasonable efforts not include any other securities in the prospectus supplement relating to any Rights Offering. Any such Shelf Registration Statement employed as a Rights Offering Registration Statement will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder and other applicable Laws. The Company promptly will correct any information included in any Shelf Registration Statement employed as a Rights Offering Registration Statement if, and to the extent that, such information becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Resale applicable prospectus (including any applicable prospectus supplement) contained in such Shelf Registration Statement employed as a Rights Offering Registration Statement, as so corrected, to be declared effective filed with the SEC and to be disseminated to the distributees of Rights, in each case as and to the extent required by the Commission as promptly as reasonably practicable after the filing thereof, and, subject applicable federal securities laws. The Investor will be given a reasonable opportunity to Sections 2.4(d) review and 2.14, to keep such Resale comment upon any Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by in each instance before it is filed with the Resale SEC. In addition, the Company will provide the Investor with any written comments or other written communications that the Company receives from time to time from the SEC or its staff with respect to any Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofreceipt of such comments or other communications.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "FILING DEADLINE DATE") months that is 180 days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, reasonably approved by the Company, and set forth in the Resale Initial Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is 360 days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) that is five Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline”) months 90 days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act registering the resale from time to time by Holders of the Registrable Securities (the a “Resale Shelf Registration Statement”) and ). The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Each Shelf Registration Statement that is filed on Form S-3 shall be designated by the Company as an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the purposes contemplated by this Agreement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and the amounts of securities to be registered on their behalf, the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d). The Company shall use its reasonable best efforts to cause the Resale a Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the “Effectiveness Deadline”) that is 180 days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale a Shelf Registration Statement continuously effective for under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a period ending when all shares Notice Holder within 20 days of Common Stock covered by receiving notice from the Resale Company pursuant to Section 3(c) below of the filing of the Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus the Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company’s security holders (other than the Holders) shall have the right to include any of the Company’s securities in a Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen ------------------ or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is two hundred and ten (210) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, To the extent the Company shall prepare and is eligible, KKR may make a written request that the Company file not later than fourteen a shelf registration statement (14) months after the consummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (the a “Resale Shelf Registration StatementRegistration”) and permitting undertake any related qualification or compliance, with respect to all or part of the Registrable Shares. The Company shall as soon as practicable, use its reasonable best efforts to file such Shelf Registration Statement under the Securities Act at the earliest practicable date, but in any event not later than forty-five (45) days after the Shelf Registration is requested, and use its reasonable best efforts to have such Shelf Registration Statement thereafter become effective with the Commission at the earliest practicable date. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the period beginning on the date on which the Shelf Registration Statement becomes effective under the Securities Act until the earlier to occur of (i) three years thereafter (plus a number of Business Days equal to the number of Business Days, if any, that the Shelf Registration Statement is not kept effective after the initial date of its effectiveness, subject to applicable law), (ii) the day after the date on which all of the Registrable Shares covered by the Shelf Registration Statement has been sold pursuant to the Shelf Registration Statement or another registration of such statement and (iii) the first date on which there shall cease to be any Registrable Securities for resale Shares covered by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereoffurther agrees, and, subject to Sections 2.4(d) and 2.14if necessary, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by supplement or amend the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration, and the Company agrees to furnish to KKR copies of any such supplement or amendment promptly after its being issued or filed with the Commission. No registration request pursuant to this Section 2.1(f) shall be deemed a Registration Demand. If at the time a request for a Shelf Registration is made under this Section 2.1(f), the Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act), then the Company’s obligation to file a supplement registration statement under this Section 2.1(f) shall be deemed satisfied if there is a Form F-3 or S-3 on file pursuant to such prospectus or amendment which KKR shall be entitled to dispose of all its Registrable Shares that it has requested to register. Notwithstanding anything to the Resale contrary herein, at any time that a Shelf Registration Statement not less than once a quarter as necessary registering Registrable Shares shall be effective, KKR shall be permitted to name as selling securityholders therein any Holders that provide to effect an unlimited number of non-underwritten offerings or non-underwritten shelf-take-downs off the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofStatement.

Shelf Registration. (a) Subject to Section 2.14, The Issuer shall file with the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, Commission a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Resale "Initial Shelf Registration"). The Issuer shall use its reasonable best efforts to file with the Commission the Initial Shelf Registration Statement”) and as promptly as practicable, but in no event later than 45 days after the Issuer has notice of the Shelf Filing Event. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Notes to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuer shall use its reasonable best efforts (x) to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the later of the 60th day after the Shelf Filing Event or the 150th day after the Issue Date and (y) to keep the Initial Shelf Registration continuously effective under the Securities Act for the period ending on the date ten which is two years from the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (10the "Effectiveness Period"), or such shorter period ending when (i) Business Days prior to such time all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of effectiveness the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be named 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; provided, further, that the Issuer may suspend the effectiveness of a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject written notice to the terms Holders for a period not to exceed 30 days in any calendar year if (i) an event occurs and conditions hereof, after effectiveness is continuing as a result of which the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not less than once misleading and (ii) (a) the Issuer determines in good faith that the disclosure of such event at such time would have a quarter material adverse effect on the business, operations or prospects of the Issuer and its subsidiaries, taken as necessary a whole, or (b) the disclosure otherwise relates to name as selling securityholders therein any Holders that provide a previously undisclosed pending material business transaction, the disclosure of which would impede the Issuer's ability to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to consummate such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereoftransaction.

Shelf Registration. Promptly upon the Request of the Holders ------------------------ (a) Subject to Section 2.14but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall prepare use its reasonable best efforts to promptly process, file and file not later than fourteen cause to become effective a Registration Statement on Form S-3 (14the "Shelf") months after the consummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the “Resale Shelf Registration Statement”SEC) and permitting registration sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities for resale by Securities, whether or not under the Shelf (such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementEligible Holder's "Termination Date"). The Company shall agrees to use its reasonable best efforts to cause keep the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective and usable for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers resale of Registrable Securities in accordance with applicable lawuntil all Eligible Holders lose their rights to resell Registrable Securities under the Shelf. If required by applicable lawNotwithstanding the foregoing, subject to (A) from the terms Closing and conditions hereof, after until the effectiveness of the Resale a Shelf Registration Statement, Wyndham may delay the Company shall file filing of a supplement to such prospectus Shelf Registration Statement, or amendment (B) from and after the effectiveness of a Shelf Registration Statement, each Holder agrees that it will not effect any sales of the Registrable Securities pursuant to the Resale Shelf Registration Statement Registration, in either case, if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide exceed 60 days. The registration rights granted pursuant to the Company a duly completed and executed Notice and Questionnaire and provisions of this Section 2(a)(ii) shall use reasonable efforts be in addition to cause any post-effective amendment the registration rights granted pursuant to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofother provisions of this Section 2.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "FILING DEADLINE DATE") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall use its best efforts to prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "FILING DEADLINE DATE") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form S-3 (aor a successor form) Subject and the Holder may request Demand Registrations, the requesting Holders may request the Company to effect a Demand Registration as a Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that the Holders may not require the Company to effect more than six Underwritten Offerings in a 12-month period. Any Holder of Registrable Securities included on a Shelf Registration shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities such Holder wishes to include in the shelf takedown #85967293v11 (“Takedown Notice”). The Company shall (i) within 5 Business Days of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Holders of Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall take all actions reasonably requested by such Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.142.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable. If the takedown is an Underwritten Offering, the Company shall prepare and file not later than fourteen (14) months after include in such Underwritten Offering all Registrable Securities that that the consummation date Holders request to be included within the 5 days following their receipt of the IPOCompany Takedown Notice. If the takedown is an Underwritten Offering, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering requested to be made on included in a delayed or continuous basis pursuant to Rule 415 under the Securities Act shelf takedown must represent (the “Resale Shelf Registration Statement”i) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable law. If required by applicable law, subject that is reasonably be expected to the terms and conditions hereof, after effectiveness equal at least $50,000,000 or (ii) all of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective remaining Registrable Securities owned by the Commission as promptly as reasonably practicable after the filing thereofrequesting Holder and its Affiliates.

Shelf Registration. (a) Subject to Section 2.14, The Operating Partnership and the Company shall prepare and file not later than fourteen file, or cause to be prepared and filed, with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline Date”) months that is ninety (90) days after the consummation date of the IPOIssue Date, a Registration Statement (the “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Initial Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Resale rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement”) Statement shall be on Form S-11 or Form S-3 or another appropriate form and permitting shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementHolders. The Operating Partnership and the Company shall use its their reasonable best efforts to (i) cause the Resale Initial Shelf Registration Statement to be declared become effective by under the Commission Securities Act as promptly as reasonably practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the filing thereof, and, subject to Sections 2.4(dIssue Date and (ii) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form F-3 (aor a successor form) Subject and the Holder may request Demand Registrations, the requesting Holders may request the Company to effect a Demand Registration as a Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that the Holders may not require the Company to effect more than ten Underwritten Offerings in a 12-month period. Any Holder of Registrable Securities included on a Shelf Registration shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within 5 Business Days of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Holders of Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall take all actions reasonably requested by such Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.142.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable. If the takedown is an Underwritten Offering, the Company shall prepare and file not later than fourteen (14) months after include in such Underwritten Offering all Registrable Securities that that the consummation date Holders request to be included within the 5 days following their receipt of the IPOCompany Takedown Notice. If the takedown is an Underwritten Offering, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering requested to be made on included in a delayed or continuous basis pursuant to Rule 415 under the Securities Act shelf takedown must represent (the “Resale Shelf Registration Statement”i) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable law. If required by applicable law, subject that is reasonably be expected to the terms and conditions hereof, after effectiveness equal at least $10,000,000 or (ii) all of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective remaining Registrable Securities owned by the Commission as promptly as reasonably practicable after the filing thereofrequesting Holder and its Affiliates.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, by the date (14the "FILING DEADLINE DATE") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject Contango shall use its commercially reasonable efforts to Section 2.14, the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale an initial Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 Registration Statement under the Securities Act covering all Registrable Securities at such time of filing within 30 days of the date on which the shares of Series C Preferred Stock are first converted into Common Stock (the “Resale Shelf Registration StatementFiling Deadline”) and permitting registration of ); provided Contango may satisfy such Registrable Securities for resale requirement by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to an effective Shelf Registration Statement to include the Registrable Securities and, in such Resale case, references to “Shelf Registration Statement” in this Agreement shall include any such amendment. Contango shall use its commercially reasonable efforts to cause such initial Shelf Registration Statement to become effective on or as soon as practicable after the filing thereof and no later than 90 days (or if reviewed by the staff of the Commission, 120 days) from the date on which the shares of Series C Preferred Stock are first converted into Common Stock (the “Effectiveness Deadline”). Contango will use its commercially reasonable efforts to cause such initial Shelf Registration Statement filed for such purpose pursuant to this Section 2.1(a) to be declared continuously effective under the Securities Act until the earliest of (1) all Registrable Securities covered by the Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (2) there are no longer any Registrable Securities outstanding and (3) three years from the Effective Date (the “Effectiveness Period”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as promptly shall be selected by Contango. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as reasonably to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable after following the filing thereofdate that a Shelf Registration Statement becomes effective, but in any event within one Business Day of such date, Contango shall provide the Holders with written notice of the effectiveness of a Shelf Registration Statement.

Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form F-3 (aor a successor form) Subject and an Initiating Holder is entitled to request Demand Registrations, such Initiating Holder may request the Company to effect a Demand Registration as a Shelf Registration. For the avoidance of doubt, the requirement that (i) the Company deliver a Company Notice in connection with a Demand Registration and (ii) the right of Eligible Holders to request that their Registrable Securities be included in a Registration Statement filed in connection with a Demand Registration, each as set forth in Section 2.142.01(a), shall apply to a Demand Registration that is effected as Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that (i) the Founding Shareholder may not require the Company to effect more than three Underwritten Offerings collectively in a 12-month period and (ii) the Institutional Shareholder may not require the Company to effect more than one Underwritten Offering in a 12-month period. If any Initiating Holder holds Registrable Securities included on a Shelf Registration, or Class B Common Shares convertible into Registrable Securities included on a Shelf Registration, it shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities such Initiating Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within five days of the receipt of a Takedown Notice, give written notice of such Takedown Notice to all Holders of Registrable Securities or Class B Common Shares convertible into Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall take all actions reasonably requested by the Initiating Holder who submitted the Takedown Notice, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable. If the takedown is an Underwritten Offering, the Company shall prepare and file not later than fourteen include in such Underwritten Offering all Registrable Securities that the Holders of Registrable Securities (14or Class B Common Shares convertible into Registrable Securities) months after included in the consummation date Registration Statement for such Shelf Registration, request be included within the five Business Days following such Holders’ receipt of the IPOCompany Takedown Notice. If the takedown is an Underwritten Offering, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering requested to be made on included in a delayed or continuous basis pursuant to Rule 415 under the Securities Act shelf takedown must represent (the “Resale Shelf Registration Statement”i) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable law. If required by applicable law, subject that is reasonably expected to the terms and conditions hereof, after effectiveness equal at least $25,000,000 or (ii) all of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective remaining Registrable Securities owned by the Commission as promptly as reasonably practicable after requesting Initiating Holder and its Affiliates or that would be owned upon conversion of all of the filing thereofClass B Common Shares held by the requesting Initiating Holder and its Affiliates into Class A Common Shares.

Shelf Registration. (a) Subject to Section 2.14The Company shall, the Company shall at its expense, prepare and file not or cause to be prepared and filed with the SEC, as soon as practicable, but in no event later than fourteen the date (14the "Filing Deadline Date") months that is the earlier of (x) the date that is sixty (60) days after filing of the Company's annual report on Form 10-K for the year ended December 31, 2004 and (y) the date that is two hundred seventy (270) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and permitting registration registering the resale from time to time by Holders thereof of such all of the Registrable Securities for resale by such Holders in accordance with (the methods of distribution elected by the Holders and set forth in the Resale "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on an appropriate form. The Company shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act, as promptly as reasonably practicable is practicable, but in any event by the date (the "Effectiveness Deadline Date") that is the earlier of (x) ninety (90) days after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale with the SEC of the Initial Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by and (y) the Resale date that is three hundred sixty (360) days after the Issue Date. The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration Statement are no longer Registrable Securities(or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject None of the Company's security holders (other than the Holders of Registrable Securities or holders of securities for which registration rights were granted pursuant to the terms and conditions hereof, after effectiveness agreements set forth in Section 1(i) of the Resale Purchase Agreement) shall have the right to include any of the Company's securities in the Shelf Registration Statement. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall file a supplement to such prospectus or amendment (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Resale holders of at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Initial Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to or the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Subsequent Shelf Registration Statement filed for then in effect until such purpose to be time as a Shelf Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission as promptly as reasonably practicable after the filing thereofSEC.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date that is sixty (1460) months days after the consummation date of Issue Date (the IPO“Filing Deadline Date”), a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the a “Resale Shelf Registration Statement”) and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and permitted by applicable law and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred fifty (150) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date at least ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawExcept as provided in the Other Registration Rights, subject to the terms and conditions hereof, after effectiveness none of the Resale Company’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale . The Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide shall, to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts extent required to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by register the Commission resale of all the Registrable Securities, include the qualification of the Indenture under the Trust Indenture Act of 1939, as promptly as reasonably practicable after the filing thereofamended.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline Date”) months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the a “Resale Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”); provided, however, that if the Initial Shelf Registration Statement is a WKSI Shelf Registration Statement, the Company shall prepare and file or cause to be prepared and file with the SEC such WKSI Shelf Registration Statement by the Effectiveness Deadline Date (as defined below). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The If the Initial Shelf Registration Statement is not a WKSI Shelf Registration Statement, the Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the filing thereofIssue Date. Except as otherwise provided herein, and, subject to Sections 2.4(d) and 2.14, the Company shall use its reasonable best efforts to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement, except as may be described in the Offering Memorandum of the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofdated May 30, 2007.

Shelf Registration. (a) Subject At any time after the date hereof when HealthCare is eligible to Section 2.14Register the applicable Registrable Securities on Form S-3 and Holders may request Demand Registrations, the Company requesting Holders may request HealthCare to effect a Demand Registration as a Shelf Registration. Any Holder of Registrable Securities included on a Shelf Registration shall prepare and file not later than fourteen have the right to request that HealthCare cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to HealthCare specifying the number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (14) months after the consummation date of the IPOeach, a “shelf” registration statement with respect to the resale Takedown Notice”). HealthCare shall (i) within five (5) days of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Holders of Registrable Securities included on such Shelf Registration (“Resale Shelf RegistrationHealthCare Takedown Notice”), and (ii) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale take all actions reasonably requested by such Holders Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.4, in accordance with the methods intended method of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementTakedown Notice, as soon as reasonably practicable. The Company If the takedown is an Underwritten Offering, HealthCare shall use its reasonable best efforts to cause include in such Underwritten Offering all Registrable Securities that that the Resale Shelf Registration Statement Holders request to be declared effective by included within the Commission as promptly as reasonably practicable after two (2) days following their receipt of the filing thereofHealthCare Takedown Notice. If the takedown is an Underwritten Offering, and, subject the Registrable Securities requested to Sections 2.4(dbe included in a shelf takedown must represent (i) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable lawthat is reasonably expected to equal at least $100,000,000 or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates. If required by applicable law, subject Notwithstanding anything else to the terms contrary in this Agreement, the requirement to deliver a HealthCare Takedown Notice and conditions hereofthe piggyback rights described in this Section 2.1(f) shall not apply to an Underwritten Offering that constitutes a Block Trade. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, after effectiveness that in no event shall HealthCare be required to effect, pursuant to this Section 2.01(f), during any 90-day period, more than (A) two Block Trades or (B) more than one Underwritten Offering that is not a Block Trade pursuant to a Takedown Notice (it being understood, for the avoidance of doubt, that a Takedown Notice shall not count as a Demand Registration request for purposes of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereoflimit set forth in Section 2.01(b)).

Shelf Registration. (a) Subject to Section 2.14, The Issuers and the Company Guarantors shall prepare and promptly file not later than fourteen (14) months after with the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration Statement”) and on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth in the Resale Shelf Registration Statementthem (including, without limitation, one or more underwritten offerings). The Company Issuers and the Guarantors shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date ten upon which all Registrable Securities are resold to the public pursuant to Rule 144 (10) Business Days prior to such time the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of effectiveness the Initial Shelf Registration shall be named 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 a selling securityholder otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Resale Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of either Issuer (each, a “Board”) determines reasonably and in good faith that the related prospectus filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boards, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a manner as to permit financing, acquisition, disposition, merger or other material transaction or such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If action is required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject Within ninety (90) days of the "Effective Date" of the Plan of Reorganization (as that term is defined in the Plan of Reorganization),or such longer time as may be required to Section 2.14prepare the necessary financial statements (but in no event more than one hundred eighty (180) days after the Effective Date of the Plan of Reorganization), the Company shall prepare and will file not later than fourteen (14) months after with the consummation date of Commission, at the IPOCompany's expense, a “"shelf” " registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”or statements) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act covering all Registerable Securities (the “Resale "Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementRegistration"). The Company shall use its reasonable best efforts to cause have the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the such filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Shelf Registration Statement continuously effective for a period ending when all shares the Shelf Registration Period. The Company shall, to the extent necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) to keep the Shelf Registration effective during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company, by the instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder or as reasonably requested by any Holder. The Company shall furnish to the Holders copies, in substantially the form proposed to be used and/or filed, of Common Stock any such supplement or amendment at least fifteen (15) days prior to its being used and/or filed with the Commission. The Company hereby consents to the use (in compliance with applicable law) of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registerable Securities in connection with the offering and sale of the Registerable Securities covered by the Resale prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses incurred in connection with the Shelf Registration, whether or not it becomes effective. In no event shall the Shelf Registration Statement are no longer Registrable include securities other than Registerable Securities. At , unless the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior Holders of all Registerable Securities consent to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofinclusion.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall use its best efforts to prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "FILING DEADLINE DATE") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, The Company and the Company Guarantors shall prepare and promptly file not later than fourteen (14) months after with the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Company and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration Statement”) and on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth in the Resale Shelf Registration Statementthem (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall use its their respective commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date ten that is one year following the effective date of such Shelf Registration Statement, (10ii) Business Days prior to such time shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of effectiveness the Initial Shelf Registration shall be named 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 a selling securityholder otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Resale Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company or a similar governing body of any parent company of the Company (each, a “Board”) determines reasonably and in good faith that the related prospectus filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a manner as to permit financing, acquisition, disposition, merger or other material transaction or such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If action is required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject No later than 90 days prior to Section 2.14the expiration of the Disposition Restriction Period (the “Shelf Date”), the Company shall prepare and file not later than fourteen (14) months after with the consummation date of the IPOSEC a Registration Statement providing for registration and resale, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a continuous or delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities, provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR (the an “Resale Existing Shelf Registration Statement”) and permitting as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”); provided, further, that, for the avoidance of such Registrable Securities for resale by such Holders in accordance with doubt, the methods existence of distribution elected by an Existing Shelf Registration Statement shall not have any effect on the Holders and restrictions set forth in the Resale Section 3.3. The Shelf Registration StatementStatement shall be on Form S-3 (or any comparable or successor form or forms then in effect) under the Securities Act (or to the extent the Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms); provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic shelf registration statement (as defined in Rule 405 under the Securities Act). The In the event that the Shelf Registration Statement is not an automatic shelf registration statement, the Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as promptly as reasonably practicable after of the filing thereof, and, subject to Sections 2.4(d) and 2.14, expiration of the Disposition Restriction Period. The Company shall use its commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective for a period ending under the Securities Act until the earlier of (i) the date when all shares of Common Stock the Registrable Securities covered by such Shelf Registration Statement have been sold and (ii) the date on which the Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire eligible to the Company on be sold or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, transferred without being subject to any holding period or volume limitations pursuant to Rule 144 under the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofSecurities Act.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall use its reasonable best efforts to prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline Date”) months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the a “Resale Shelf Registration Statement”) registering (i) the resale from time to time by Holders thereof of all of the Registrable Securities and (ii) if and to the extent required by applicable securities laws to permit the issuance of Underlying Common Stock upon conversion of the Notes on an unrestricted basis under the Securities Act, the issuance by the Company of Underlying Common Stock upon conversion of the Notes by any Holders who acquired the Notes in registered resales pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement or in resales pursuant to Rule 144; provided, however, that the Company shall not be required to register the issuance of Underlying Common Stock upon conversion of the Notes with respect to any Holder if and to the extent the Company is not permitted to effect such registration under the Securities Act after using its reasonable best efforts to do so (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for (x) resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration StatementStatement and (y) issuance upon conversion of the Notes as provided in clause (ii) of the immediately preceding sentence. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is two hundred and ten (210) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. Promptly upon the Request of the Holders (a) Subject to Section 2.14but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall prepare use its reasonable best efforts to promptly process, file and file not later than fourteen cause to become effective a Registration Statement on Form S-3 (14the "Shelf") months after the consummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the “Resale Shelf Registration Statement”SEC) and permitting registration sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities for resale by Securities, whether or not under the Shelf (such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementEligible Holder's "Termination Date"). The Company shall agrees to use its reasonable best efforts to cause keep the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective and usable for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers resale of Registrable Securities in accordance with applicable lawuntil all Eligible Holders lose their rights to resell Registrable Securities under the Shelf . If required by applicable lawNotwithstanding the foregoing, subject to (A) from the terms Closing and conditions hereof, after until the effectiveness of the Resale a Shelf Registration Statement, Wyndham may delay the Company shall file filing of a supplement to such prospectus Shelf Registration Statement, or amendment (B) from and after the effectiveness of a Shelf Registration Statement, each Holder agrees that it will not effect any sales of the Registrable Securities pursuant to the Resale Shelf Registration Statement Registration, in either case, if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide exceed 60 days. The registration rights granted pursuant to the Company a duly completed and executed Notice and Questionnaire and provisions of this Section 2(a)(ii) shall use reasonable efforts be in addition to cause any post-effective amendment the registration rights granted pursuant to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofother provisions of this Section 2.

Shelf Registration. (ai) Subject The Company agrees to Section 2.14, use reasonable commercial efforts to file under the Act as promptly as practicable after the time that the Company shall prepare and becomes eligible to file not later than fourteen (14) registration statements on Form S-3 under the Act but in any event within 15 months after the consummation date of Firm Closing Date (the IPO"Shelf Registration Filing Date") a Shelf Registration Statement providing for the registration of, and the sale on a “shelf” registration statement with respect to continuous or delayed basis by the resale Holders of, all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis Securities, pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the “Resale Commission. If the Company is not eligible to file registration statements on Form S-3 under the Act before the Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with Filing Date, then the methods of distribution elected by the Holders and set forth in the Resale Company shall file a Shelf Registration StatementStatement on whatever form is then available for the Company to use. The Company shall agrees to use its reasonable commercial efforts to cause the Resale Shelf Registration Statement to become or be declared effective by the Commission as promptly as reasonably practicable within 120 days after the filing thereof, and, subject to Sections 2.4(d) Shelf Registration Filing Date and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when until the earliest of (i) the date on which all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, (ii) the date on which all Registrable Securities have been sold pursuant to Rule 144 under the Act, (iii) such time as there are no longer any Registrable Securities. At Securities outstanding and (iv) the time second anniversary of the Resale Closing Date (plus, in each case, the number of days in any Suspension Period); provided, however, that upon the occurrence of any event or the discovery of any facts as contemplated by Section 3(f)(iv) hereof, the Company shall not be obligated to keep the Shelf Registration Statement effective or to permit the use of any Prospectus forming a part of the Shelf Registration Statement if the Company promptly thereafter complies with the requirements of Section 3(k) hereof; provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reason shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default shall occur and Additional Amounts shall accrue as set forth in Section 2.4(A)(v) hereof); any such period during which the Company is so excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period"; a Suspension Period shall commence on and include the date that the Company gives notice to the Holders that the Shelf Registration Statement is declared effectiveno longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, each Holder that has delivered a duly completed stating the reason therefor, and executed Notice and Questionnaire shall end on the earlier to the Company on or prior to occur of the date ten (10) Business Days prior to such time on which each seller of effectiveness shall be named as a selling securityholder in Registrable Securities covered by the Resale Shelf Registration Statement and either receives the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness copies of the Resale Shelf Registration Statement, supplemented or amended Prospectus or is advised in writing by the Company shall file a supplement to such prospectus or amendment to that use of the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to Prospectus may be declared effective by the Commission as promptly as reasonably practicable after the filing thereofresumed.

Shelf Registration. (a) Subject The Company and the Guarantors shall use their reasonable best efforts to Section 2.14, promptly file with the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth in the Resale Shelf Registration Statementthem (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company and the Guarantors shall use its their reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) Securities Act and 2.14, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the earliest of (i) the date that is one (1) year from the Issue Date and (ii) such shorter period ending when all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securitieshave been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration. At Notwithstanding anything to the time contrary in this Agreement, at any time, the Resale Company and the Guarantors may delay the filing of any Initial Shelf Registration Statement is declared effectiveor Subsequent Shelf Registration or delay or suspend the effectiveness thereof, each Holder for a reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company or Parent determines reasonably and in good faith that has delivered a duly completed and executed Notice and Questionnaire the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company on or prior to any of the date ten (10) Business Days prior to Guarantors if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If action is required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (ai) Subject to Section 2.14No later than 30 days following the Closing Date, the Company shall use its reasonable best efforts to prepare and file not later than fourteen a registration statement under the Securities Act to permit the public resale of all Registrable Securities from time to time as permitted by Rule 415 (14or any successor or similar provision adopted by the Commission then in effect) months after under the consummation date of Securities Act, on the IPO, terms and conditions specified in this Section 2(a)(i) (a “shelf” registration statement Shelf Registration Statement”). The Shelf Registration Statement filed with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis Commission pursuant to Rule 415 this Section 2(a)(i) shall be on Form S-3 (or such successor form thereto permitting shelf registration of securities under the Securities Act), and if the Company becomes a WKSI, the Shelf Registration Statement shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the “Resale Shelf Registration Statement”) and permitting registration of Company), covering the Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Registrable Securities for resale by such Holders in accordance with the methods of distribution elected pursuant to Rule 415 (or any successor or similar rule adopted by the Holders and set forth Commission then in effect) under the Resale Shelf Registration StatementSecurities Act at any time beginning on the effective date thereof. The Company shall use its reasonable best efforts to cause the Resale Shelf Registration Statement filed pursuant to this Section 2(a)(i) to become or be declared effective by the Commission as promptly as reasonably practicable 90 days after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Closing Date. The Shelf Registration Statement continuously effective shall provide for a period ending when all shares the resale pursuant to any method or combination of Common Stock methods legally available to, and requested by, the Holders of Registrable Securities covered by such Shelf Registration Statement. During the Resale Effectiveness Period, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement are no longer Registrable Securities. At filed pursuant to this Section 2(a)(i) to remain effective, and to be supplemented and amended to the time the Resale extent necessary to ensure that such Shelf Registration Statement is declared effectiveavailable or, each Holder if not available, that has delivered a duly completed and executed Notice and Questionnaire another registration statement is available for the resale of the Registrable Securities until all Registrable Securities have ceased to be Registrable Securities (the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale “Effectiveness Period”). The Shelf Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the related Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Company shall file a supplement to such prospectus or amendment to provide the Resale Holders with written notice of the effectiveness of the Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofStatement.

Shelf Registration. (a) Subject to Section 2.14To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantor shall prepare and use their respective reasonable best efforts to file not later than fourteen (14) months after with the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement or Registration Statements for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (or, in the event Rule 415 shall not be available for any of the Registrable Securities for an offering to be made as permitted under the terms of the Notes and this Agreement, including the offering of the Underlying Shares upon the exchange, repurchase or redemption of the Notes) for an offering covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”) on or prior to the Filing Date. The Initial Shelf Registration Statement”) and shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for (i) in the case of the Notes constituting Registrable Securities, resale by such Holders Holders, and (ii) in accordance with the methods case of distribution elected Underlying Shares constituting Registrable Securities, (x) the issuance and sale by the Holders and Guarantor, or (y) the resale by Holders, as the case may be, in each case in the manner or manners set forth in such Registration Statement and in Rule 415 (if such rule is available for the Resale Initial Shelf Registration StatementRegistration). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company and the Guarantor shall use its their respective reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after Securities Act on or prior to the filing thereof, and, subject to Sections 2.4(d) Effectiveness Date and 2.14, to keep such Resale Initial Shelf Registration Statement continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered the Effectiveness Period. To the extent permitted by applicable law and the Resale Shelf interpretations of the staff of the SEC, the Initial Registration Statement are no longer Registrable may be terminated with respect to either the Notes or the Underlying Securities, as the case may be, on the date the Effectiveness Period expires. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject In addition to Section 2.14, the Demand Registrations and commencing the date on which the Company shall prepare and file not later than fourteen (14) months after becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration, holders of at least 1,750,000 units/shares of Registrable Securities upon the consummation date completion of the IPOinitial Public Offering of the Company’s common equity, shall be entitled to request that the Company file a “shelf” shelf registration statement with respect to the resale all or part of the their Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration StatementRegistration”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement). The Company shall use its reasonable best efforts to cause have the Resale Shelf Registration Statement declared effective as soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until the earliest to occur of (a) such time as all of the Registrable Securities registered thereunder shall cease to be Registrable Securities, (b) such time as such Registrable Securities may be sold without restrictive legend under the applicable provisions of Rule 144 promulgated under the Securities Act, (c) such time as the holder requesting the Shelf Registration beneficially owns less than one percent (1%) of the issued and outstanding equity securities of the Company, and (d) three (3) years from the date such Shelf Registration is declared effective (such period, the “Shelf Registration Effectiveness Period”). The Company shall supplement or amend, if necessary, the Shelf Registration, as required by the Commission as promptly instructions applicable to such registration form or by the Securities Act or as reasonably practicable after requested by the filing thereof, and, subject holders of (or any underwriter for) not less than 51% of the Registrable Securities registered thereunder and the Company shall furnish to Sections 2.4(d) and 2.14, the holders of the Registrable Securities to keep such Resale which the Shelf Registration Statement continuously effective for a period ending when relates copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Company shall pay all shares Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective, and whether all, none or some of Common Stock covered by the Resale Registrable Securities are sold pursuant to the Shelf Registration. A Shelf Registration Statement are no longer Registrable Securities. At the time the Resale pursuant to this Section 2.7 shall not be deemed to have been effected (i) unless a Shelf Registration Statement is declared has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered thereby and for the Shelf Registration Effectiveness Period or (ii) if after it has become effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire the Shelf Registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers holders of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement has not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofthereafter become effective.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and as promptly as practicable file not later than fourteen (14) months after with the consummation date of the IPO, Commissions a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Shelf Rules covering all of the Registrable Securities Act (the “Resale "Shelf Registration Statement”) and permitting "). The Shelf Registration Statement shall permit registration of such Registrable Securities for resale in the United States and Canada by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Resale Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Shelf Registration Statement may be filed pursuant to the rules established under the Securities Laws governing the Multi-jurisdictional Disclosure System jointly administered by the Commissions, provided, however, that if for any reason a Shelf Registration Statement filed pursuant to the rules established under the Securities Laws governing the Multi-jurisdictional Disclosure System will not permit the sale of the Registrable Securities in the United States, the Company shall be required to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities. The Company shall use its all reasonable efforts to cause the Resale initial Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable relevant Commissions under the Securities Laws by the 30th day after the filing thereof, and, subject to Sections 2.4(d) consummation of the merger contemplated by the Merger Agreement and 2.14, to keep such Resale the Shelf Registration Statement continuously effective for a under the Securities Act until the first anniversary of its effective date, subject to extension pursuant to clause (d) of this Section 3 or the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when (i) all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At have been sold in the time manner set forth and as contemplated in the Resale initial Shelf Registration Statement is declared effective, each Holder that has delivered or (ii) a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Subsequent Shelf Registration Statement and covering all of the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Laws.

Shelf Registration. At any time after the date hereof when Elanco is eligible to Register the applicable Registrable Securities on Form S-3 (aor a successor form) Subject to Section 2.14and the Holder may request Demand Registrations, the Company requesting Holders may request Elanco to effect a Demand Registration as a Shelf Registration. There shall prepare and file be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that the Holders may not later require Elanco to effect more than fourteen four (144) months after Underwritten Offerings, in the consummation date aggregate, in a twelve (12)-month period. Any Holder of Registrable Securities included on a Shelf Registration shall have the right to request that Elanco cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to Elanco specifying the number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (“Takedown Notice”). Elanco shall (i) within five (5) days of the IPOreceipt of a Takedown Notice for an Underwritten Offering, a “shelf” registration statement with respect give written notice of such Takedown Notice to the resale all Holders of the Registrable Securities included on such Shelf Registration (“Resale Shelf RegistrationElanco Takedown Notice”), and (ii) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale take all actions reasonably requested by such Holders Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.4, in accordance with the methods intended method of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementTakedown Notice as expeditiously as possible. The Company If the takedown is an Underwritten Offering, Elanco shall use its reasonable efforts to cause include in such Underwritten Offering all Registrable Securities that that the Resale Shelf Registration Statement Holders request to be declared effective by included within the Commission as promptly as reasonably practicable after two (2) days following their receipt of the filing thereofElanco Takedown Notice. If the takedown is an Underwritten Offering, and, subject the Registrable Securities requested to Sections 2.4(dbe included in a shelf takedown must represent (i) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable lawthat is reasonably expected to equal at least $10,000,000 or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates. If required by applicable law, subject Notwithstanding anything else to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statementcontrary in this Agreement, the Company shall file requirement to deliver a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Takedown Notice and Questionnaire and the piggyback rights described in this Section 2.1(g) shall use reasonable efforts not apply to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofan Underwritten Offering that constitutes a block trade.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable date (the "Effectiveness Deadline Date") that is one-hundred-and-eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) 5 Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). If required by applicable lawWith the exception of Novartis AG, subject to the terms and conditions hereof, after effectiveness none of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen (14) months after with the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”) on or prior to the Filing Date. The Initial Shelf Registration Statement”) and shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders them (excluding Underwritten Offerings) and set forth in the Resale Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date ten (10A) Business Days prior that is two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such time shorter period ending when (i) all of effectiveness shall be named as a selling securityholder the Registrable Securities covered by the Initial Shelf Registration have been sold in the Resale manner set forth and as contemplated in the Initial Shelf Registration, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration Statement and covering all of the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be has been declared effective by under the Commission as promptly as reasonably practicable after the filing thereofSecurities Act.

Shelf Registration. At any time after the date hereof when Kyndryl is eligible to Register the applicable Registrable Securities on Form S-3 (aor a successor form) Subject to Section 2.14and Holders may request Demand Registrations, the Company requesting Holders may request Kyndryl to effect a Demand Registration as a Shelf Registration. Any Holder of Registrable Securities included on a Shelf Registration shall prepare and file not later than fourteen have the right to request that Kyndryl cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to Kyndryl specifying the number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (14“Takedown Notice”). Kyndryl shall (i) months after the consummation date within five (5) days of the IPOreceipt of a Takedown Notice for an Underwritten Offering, a “shelf” registration statement with respect give written notice of such Takedown Notice to the resale all Holders of the Registrable Securities included on such Shelf Registration (“Resale Shelf RegistrationKyndryl Takedown Notice”), and (ii) take all actions reasonably requested by such Holder, including the Holders thereof on an appropriate form for an offering to be made on filing of a delayed or continuous basis pursuant to Rule 415 under the Securities Act Prospectus supplement (the “Resale Shelf Registration StatementTakedown Prospectus Supplement”) and permitting registration of such Registrable Securities for resale by such Holders the other actions described in Section 2.4, in accordance with the methods intended method of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementTakedown Notice as expeditiously as possible. The Company If the takedown is an Underwritten Offering, Kyndryl shall use its reasonable efforts to cause include in such Underwritten Offering all Registrable Securities that that the Resale Shelf Registration Statement Holders request to be declared effective by included within the Commission as promptly as reasonably practicable after two (2) days following their receipt of the filing thereofKyndryl Takedown Notice. If the takedown is an Underwritten Offering, and, subject the Registrable Securities requested to Sections 2.4(dbe included in a shelf takedown must represent (i) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable lawthat is reasonably expected to equal at least $100,000,000 or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates. If required by applicable law, subject Notwithstanding anything else to the terms contrary in this Agreement, the requirement to deliver a Kyndryl Takedown Notice and conditions hereofthe piggyback rights described in this Section 2.1(f) shall not apply to an Underwritten Offering that constitutes a Block Trade. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, after effectiveness that in no event shall Kyndryl be required to effect, pursuant to this Section 2.01(f), during any 90-day period, more than (A) two Block Trades or (B) more than one Underwritten Offering that is not a Block Trade pursuant to a Takedown Notice (it being understood, for the avoidance of doubt, that a Takedown Notice shall not count as a Demand Registration request for purposes of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereoflimit set forth in Section 2.01(b)).

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months that is ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject law to the terms extent that such Holder has delivered a Notice and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide Questionnaire to the Company as contemplated by Section 2(d) below. Notwithstanding the foregoing, if a duly completed and executed Holder fails to provide the Company with the information requested by the Notice and Questionnaire within the period specified in Section 2(d) below, then the Filing Deadline Date and shall use reasonable efforts to cause any post-effective amendment the Effectiveness Deadline Date, with respect to such Resale Shelf Registration Statement filed Holder, shall be extended by one day for such purpose to be declared effective by the Commission as promptly as reasonably practicable each day after the filing thereoftwenty (20) Business Day period that such Holder fails to provide such Notice and Questionnaire; provided, however, that the failure of a Holder to provide such Notice and Questionnaire shall not otherwise affect the Company's obligations under this Agreement to any other Holder.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration StatementStatement and shall comply in all material respects with the requirements of Form S-3 or other appropriate form and the requirements of Regulations S-T under the Securities Act. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) days after the filing thereofIssue Date, andand to keep, subject to Sections 2.4(dSection 3(h) and 2.14hereof, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Shelf Registration Statement is declared effective, each Each Holder that has delivered becomes a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement becomes effective shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). If required No Holder that is not a Notice Holder shall be entitled to be named as a selling securityholder, or have the Registrable Securities held by applicable lawit covered, subject to the terms and conditions hereof, after effectiveness of the Resale in a Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the Company The Issuers shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen (14) months a date which is 90 days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Issuers. The Company Issuers shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act no later than the date (the "Effectiveness Deadline Date") that is 180 days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Shelf Registration Statement is declared effective, each Each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) 10 Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). If required Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by applicable lawit covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. Except as described in the Offering Memorandum, subject to the terms and conditions hereof, after effectiveness none of the Resale Issuers' security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Issuers' securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form F-3 (aor a successor form) Subject and an Initiating Holder is entitled to request Demand Registrations, such Initiating Holder may request the Company to effect a Demand Registration as a Shelf Registration. For the avoidance of doubt, the requirement that (i) the Company deliver a Company Notice in connection with a Demand Registration and (ii) the right of Eligible Holders to request that their Registrable Securities be included in a Registration Statement filed in connection with a Demand Registration, each as set forth in Section 2.142.01(a), shall apply to a Demand Registration that is effected as Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that the Pre-IPO Shareholder jointly considered may not require the Company to effect more than three Underwritten Offerings collectively in a 12-month period. If any Initiating Holder holds Registrable Securities included on a Shelf Registration, or Class B Shares convertible into Registrable Securities included on a Shelf Registration, it shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities such Initiating Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within five days of the receipt of a Takedown Notice, give written notice of such Takedown Notice to all Holders of Registrable Securities or Class B Shares convertible into Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall take all actions reasonably requested by the Initiating Holder who submitted the Takedown Notice, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable. If the takedown is an Underwritten Offering, the Company shall prepare and file not later than fourteen include in such Underwritten Offering all Registrable Securities that the Holders of Registrable Securities (14or Class B Shares convertible into Registrable Securities) months after included in the consummation date Registration Statement for such Shelf Registration, request be included within the five Business Days following such Holders’ receipt of the IPOCompany Takedown Notice. If the takedown is an Underwritten Offering, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering requested to be made on included in a delayed or continuous basis pursuant to Rule 415 under the Securities Act shelf takedown must represent (the “Resale Shelf Registration Statement”i) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable law. If required by applicable law, subject that is reasonably expected to the terms and conditions hereof, after effectiveness equal at least US$25,000,000 or (ii) all of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective remaining Registrable Securities owned by the Commission as promptly as reasonably practicable after requesting Initiating Holder and its Affiliates or that would be owned upon conversion of all of the filing thereofClass B Shares held by the requesting Initiating Holder and its Affiliates into Class A Shares.

Shelf Registration. (a) Subject The Company shall, (1) use its reasonable best efforts to Section 2.14, file with the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, Commission a “shelf” registration statement with respect Shelf Registration Statement relating to the resale offer and sale of the Registrable Securities on or prior to the Filing Deadline Date and (“Resale Shelf Registration”2) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale such Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the date ten (10) Business Days prior Effectiveness Deadline Date; provided, however, that no holder shall be entitled to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and or to use the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers Prospectus for resales of Registrable Securities in accordance with applicable lawunless such holder is an Electing Holder. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to (x) such prospectus or amendment to the Resale Shelf Registration Statement covering the Registrable Securities is not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide filed with the Commission on or prior to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to Filing Deadline Date, (y) such Resale Shelf Registration Statement filed for such purpose to be covering the Registrable Securities is not declared effective by the Commission on or prior to the Effectiveness Deadline Date or (z) such Shelf Registration Statement ceases to be effective or any Prospectus thereunder ceases to be usable with respect to any Registrable Securities, the Company will make pro rata payments to each Purchaser, as promptly liquidated damages and not as reasonably practicable after a penalty, in an amount per 30-day period (or pro rata portion thereof) equal to 2.0% of the filing thereofaggregate amount paid by such Purchaser on the Closing Date to the Company in respect of the then Registrable Securities (i) in the case of clause (x), for the period from the Filing Deadline Date to the date on which such Shelf Registration Statement is filed, (ii) in the case of clause (y), for the period from the Effectiveness Deadline Date to the date on which such Shelf Registration Statement becomes effective and (iii) in the case of clause (z), for any period in excess of the Maximum Delay Period in which such Shelf Registration Statement ceases to be effective or any Prospectus thereunder ceases to be usable with respect to any Registrable Securities. No such payments shall be payable in respect of any Securities that are not Registrable Securities. Such payments shall be made to each Purchaser in cash not later than three Business Days following the end of each 30-day period.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file or cause to be prepared and filed with the SEC, not later than fourteen the date (14the "Filing Deadline Date") months that is one hundred eighty (180) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Resale "Initial Shelf Registration Statement”") and permitted under applicable law to be registered thereon. The Initial Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration StatementStatement and will use its reasonable best efforts to cause such registration statement as amended to become effective under the Securities Act as promptly as is reasonably practicable thereafter; provided, however, that if the Company files the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement on Form F-1 and subsequently becomes eligible to use Form F-3, it will file a post-effective amendment to such Form F-1 on Form F-3 prior to the end of the fiscal year in which it becomes eligible to use such Form F-3. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than June 1, 2005 (the Commission as promptly as reasonably practicable after the filing thereofExhibit A-3 Grupo Galicia Agreement "Effectiveness Deadline Date"), and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale (or any Subsequent Shelf Registration Statement are no longer Registrable Securities(as defined below)) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered is a duly completed and executed Notice and Questionnaire to the Company on Holder or prior to the date ten (10) Business Days prior to such time of effectiveness its nominee, as applicable, shall be named as a selling securityholder security holder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Initial Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. If (ai) Subject to Section 2.14because of any change in law or applicable interpretations thereof by the SEC's staff, the Company shall prepare and file Issuers are not later than fourteen permitted to effect the Exchange Offer Registration as contemplated by Section 2 hereof, or (14ii) months after the consummation date of the IPO, any Initial Purchaser requests a “shelf” registration statement Shelf Registration with respect to Notes not eligible to be exchanged for Exchange Notes in the resale Exchange Offer Registration or with respect to Notes that constitute an unsold allotment in an initial distribution, or (iii) any applicable law or interpretations do not permit any Holder to participate in the Exchange Offer Registration and any of these Holders notifies the Companies of this fact within 30 days of the Registrable consummation of the Exchange Offer Registration, or (iv) any Holder that participates in the Exchange Offer Registration does not receive freely transferable Exchange Notes in exchange for tendered Transfer Restricted Securities (“Resale Shelf and any of these Holders notifies the Companies of this fact within 30 days of the consummation of the Exchange Offer Registration”) by , the Holders thereof on an appropriate form Issuers agree to file with the SEC, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration"). The Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration or any Subsequent Shelf Registration. The Issuers shall use their reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the Shelf Effectiveness Date and to keep such Shelf Registration continuously effective under the Securities Act until the date ten which is two years from the Issue Date (subject to extension pursuant to the last paragraph of Section 6 and pursuant to Section 10) Business Days prior to (the "Shelf Termination Date"), or such time of effectiveness shall be named as a selling securityholder shorter period ending when all Transfer Restricted Securities covered by such Shelf Registration have been sold in the Resale Shelf Registration Statement manner set forth and the related prospectus as contemplated in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofRegistration.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared become effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared becomes effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the Company CCI shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement, provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of CCI. The Company CCI shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, shall use its best efforts to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock the Effectiveness Period; provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by the Resale such Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each unless such Holder that has delivered shall have provided a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable lawSection 2(d) and is in compliance with Section 4. If required by applicable law, subject None of CCI's security holders (other than the Holders of Registrable Securities) shall have the right to include any of CCI's securities in the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, except that the Company shall file a supplement to such prospectus or amendment to may include in the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide the CCI Common Stock registrable pursuant to the Company a duly completed Registration Rights Agreement dated February 23, 2000 between Xxx Communications, Inc. and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofInitial Purchasers.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, by the date (14the “Filing Deadline Date”) months that is one hundred thirty (130) days after the consummation date of the IPOIssue Date, a Registration Statement (the “shelf” registration statement with respect to Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Resale Initial Shelf RegistrationRegistration Statement”) by the Holders thereof ). The Initial Shelf Registration Statement shall be on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”including, without limitation, Form S-1) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is two hundred ten (210) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required ; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Securities held by applicable law, subject it covered by such Initial Shelf Registration Statement unless such Holder agrees in writing to the terms and conditions hereof, after effectiveness be bound by all of the Resale provisions of this Agreement applicable to such Holder. None of the Company’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (aA) Subject The Company agrees to Section 2.14, use its reasonable efforts to file under the Company shall prepare and file not later than fourteen (14) months Securities Act within 120 days after the consummation date of Firm Closing Date the IPOInitial Shelf Registration Statement providing for the registration of, and the sale on a “shelf” registration statement with respect to continuous or delayed basis by the resale Holders of, all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis Securities, pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected or any similar rule that may be adopted by the Holders and set forth in the Resale Shelf Registration StatementSEC. The Company shall agrees to use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to become or be declared effective by the Commission as promptly as reasonably practicable within 180 days after the filing thereof, and, subject to Sections 2.4(d) Firm Closing Date and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Subsequent Shelf Registration Statement, if any, continuously effective until the earliest of (i) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, (ii) the date on which all Registrable Securities have been sold pursuant to Rule 144 under the Securities Act, (iii) such time as there are no longer any Registrable Securities outstanding, and (iv) the second anniversary of the later of the Firm Closing Date or the latest Option Closing Date (plus, in each case, the aggregate number of days in all Suspension Periods); provided, however, that the Company shall file a supplement not be obligated to such prospectus or amendment to keep the Resale Shelf Registration Statement not less than once effective or to permit the use of any Prospectus forming a quarter as necessary to name as selling securityholders therein any Holders that provide to part of the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed if (i) the Company determines, in its reasonable judgment, upon advice of counsel that the continued effectiveness and use of the Shelf Registration Statement would (x) require the disclosure of material information which the Company has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries; and (ii) the Company promptly thereafter complies with the requirements of Section 3(J), if applicable; any such purpose period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to be declared herein as a "Suspension Period"; a Suspension Period shall commence on and include the date that the Company gives notice to the Holders that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, stating the reason therefor, and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Commission as promptly as reasonably practicable after Shelf Registration Statement either receives the filing thereofcopies of the supplemented or amended Prospectus or is advised in writing by the Company that use of the Prospectus may be resumed.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months that is ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten that is five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If The Company shall be deemed not to have used its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act during the requisite period if it voluntarily takes any action that would result in the Holders not being able to offer and sell the Registrable Securities during that period, unless (i) such action is required by applicable law, subject to or (ii) such action is taken by the terms Company in good faith and conditions for valid business reasons (not including avoidance of the Company's obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 2(c) hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofif applicable.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the earlier of Common Stock covered by (i) the Resale Shelf Registration Statement are no longer Registrable Securitiessecond anniversary of the effective date of such registration statement, or (ii) expiration of the Effectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare file or cause to be prepared and file not later than fourteen (14) months after filed with the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the SEC, then registering all Registrable Securities held by Notice Holders) (the “Resale Initial Shelf Registration Statement”) and ). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting the registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Resale Initial Shelf Registration StatementStatement (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company’s prior agreement). The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared become effective under the Securities Act by the Commission as promptly as reasonably practicable date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale (or any Subsequent Shelf Registration Statement are no longer Registrable Securities(as hereinafter defined)) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to before the fifth Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject Notwithstanding anything herein to the terms contrary, in no event shall Registrable Securities be offered and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file sold pursuant hereto through a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary pursuant to name as selling securityholders therein any Holders that provide to an underwritten offering without the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by prior written agreement of the Commission as promptly as reasonably practicable after the filing thereofCompany.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months one hundred five (105) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided, that in no event will such method of distribution take the form of an underwritten offering of the Registrable Securities without the prior written consent of the Company. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawExcept for rights under that certain Registration Rights Agreement made as of August 29, subject to 2000 among the terms Company, Silver Lake Partners, L.P. and conditions hereofthe other parties thereto, after effectiveness as amended, none of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, by the date (14the “Filing Deadline Date”) months that is one hundred and twenty (120) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the SEC, then registering all Registrable Securities held by Notice Holders) (the “Resale Initial Shelf Registration Statement”) and ). The Initial Shelf Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders indicated in their Notice and Questionnaires and set forth in the Resale Initial Shelf Registration StatementStatement (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company’s prior consent, which the Company may withhold at its sole discretion). The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable date (the “Effectiveness Deadline Date”) that is two hundred and ten (210) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period (except to the extent permitted under Section 3(i)). At the time the Resale Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or before the fifth (5th) Business Day prior to the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Notice Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawthe Securities Act, subject to assuming the terms and conditions hereof, after effectiveness accuracy of the Resale Shelf Registration Statement, the Company shall file a supplement to information in such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice Holder’s Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofQuestionnaire.

Shelf Registration. (a) Subject The Company agrees to Section 2.14, file with the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, Commission a “shelf” ------------------ resale shelf registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act Act, or similar rule that may be adopted by the Commission (the “Resale "Shelf Registration Statement”) ----- Registration"), that shall include all Registrable Securities, at a time and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts ------------ a manner reasonably designed to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the second anniversary of the date ten of this Agreement. The "Plan of Distribution" section of the Shelf Registration shall permit sales by the Holders in privately negotiated purchases, underwritten offerings, secondary distributions, block trades, ordinary brokerage transactions or a combination of such methods of sale. The Company will use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably possible after filing. The Company will use its reasonable best efforts to keep the Shelf Registration continuously effective until the earliest of (10a) Business Days prior the date when all of the Registrable Securities covered thereby are issued or sold thereunder, (b) the date when all securities that were Registrable Securities on the date hereof have ceased to such time be Registrable Securities or (c) the first date on which all of effectiveness shall be named as a selling securityholder the Common Shares covered thereby could, in the Resale opinion of counsel for the Company, be sold in any three month period pursuant to Rule 144 under the Securities Act or any successor rule thereto (the "Shelf ----- Registration Statement and Period"). The Company further agrees to supplement or make ------------------- amendments to the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If Shelf Registration, if required by the rules, regulations or instructions applicable law, subject to the terms registration form utilized by the Company or by the Securities Act or rules and conditions hereof, after effectiveness regulations thereunder for the Shelf Registration. No provision of this Section 2(a) shall require the Resale Shelf Registration StatementCompany to file a registration statement on any form other than Form S-3 or a successor form thereto. Notwithstanding this Section 2(a), the Company shall file a supplement not be obligated to such prospectus take any action to effect any Registration, qualification or amendment compliance pursuant to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein this Section 2(a) in any Holders that provide to particular jurisdiction in which the Company would be required to execute a duly completed and executed Notice and Questionnaire and shall use reasonable efforts general consent to cause any post-effective amendment service of process in effecting such Registration, qualification or compliance, unless the Company already is subject to service in such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofjurisdiction.

Shelf Registration. At any time after the Issue Date, either (ax) Subject the Purchaser or (y) the Holders of a majority-in-interest of the outstanding liquidation preference of the Preferred Stock constituting Transfer Restricted Securities may file with the Company a Demand Notice requesting the Company to Section 2.14file the Shelf Registration Statement and otherwise effect the registration of Transfer Restricted Securities contemplated hereby. Upon receiving a Demand Notice, the Company shall prepare and file not with the SEC no later than fourteen (14) months after the consummation date of Filing Date the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Transfer Restricted Securities Act (including shares of Preferred Stock constituting Additional Dividends issued during the “Resale Effectiveness Period as dividends in respect of outstanding shares of Preferred Stock). The Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Transfer Restricted Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth any Holder in the Resale Shelf Registration Statementmanner or manners designated by it (including, without limitation, one or more underwritten offerings). Upon receipt of a Demand Notice, the Company shall promptly (but in any event within ten (10) days) give written notice of such receipt to all Holders of Transfer Restricted Securities. The Company shall use its reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) Effectiveness Date and 2.14, to keep such Resale the Shelf Registration Statement continuously effective for a under the Securities Act until the date which is two years from the date on which the Shelf Registration Statement first becomes effective (the "Effectiveness Period"), subject to extension pursuant to the last paragraph of Section 4 hereof subject to extension pursuant to the last sentence of Section 4(k) hereof, or such shorter period ending when all Holders of shares of Common Stock covered Transfer Restricted Securities have sold all shares of Transfer Restricted Securities held by them. No action taken by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder Company that has delivered results in a duly completed and executed Notice and Questionnaire Blackout Period shall be considered to constitute a failure of the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use its reasonable best efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofunder this Section 2(a).

Shelf Registration. (a) Subject to Section 2.14, The Company and the Company Guarantors shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "FILING DEADLINE DATE") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; PROVIDED that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company and the Guarantors. The Company and the Guarantors shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act no later than the date (the "EFFECTIVENESS DEADLINE DATE") that is one-hundred and fifty (150) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Shelf Registration Statement is declared effective, each Each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with the Securities Act and applicable lawstate securities laws generally applicable to all such Holders. If required Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by applicable law, subject to it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with SECTION 2(d) and is in compliance with SECTION 4. The Company and the terms and conditions hereof, after effectiveness Guarantors shall not permit any of the Resale Company's security holders (other than the Holders of Registrable Securities) to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline Date”) months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the a “Resale Shelf Registration Statement”) and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event within one hundred and eighty (180) days after the filing thereofIssue Date (the “Effectiveness Deadline Date”), and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement (other than an automatic shelf registration statement if the Company is a well-known seasoned issuer, as defined in Rule 405 under the Securities Act (an “Automatic Shelf Registration Statement”)) is declared effective, each Holder that became a Notice Holder and that has delivered a duly provided the Company with an appropriately completed and executed Notice and Questionnaire to the Company Questionnaire, in each case on or prior to the date ten five (105) Business Days prior to such time of effectiveness effectiveness, shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to In the terms and conditions hereof, after effectiveness case of the Resale an Automatic Shelf Registration Statement, the Company shall file will issue a supplement press release soliciting completed Notice and Questionnaires in advance of the filing and effectiveness of the registration statement, or promptly after the filing and effectiveness of the registration statement, so long as Holders have at least twenty (20) days following the issuance of such press release to such prospectus or amendment furnish their written Notice and Questionnaires to the Resale Company. From and after the date that the Shelf Registration Statement not less than once becomes effective or is first declared effective by the SEC, upon receipt of a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to cause file within twenty (20) business days any post-effective amendment amendments or supplements to such Resale the Shelf Registration Statement filed necessary for such purpose Holder to be declared effective named as a selling securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Notes (subject to the Company’s right to suspend the Shelf Registration Statement as described in Section 3(h) below); provided, however, that the Shelf Registration Statement shall include the disclosure required by Rule 430B under the Commission Securities Act (which disclosure may be incorporated by reference into the Prospectus from a periodic or current report filed pursuant to Section 13(a) of the Exchange Act) in order to enable the Company to add selling securityholders on to the Shelf Registration Statement pursuant to the filing of prospectus supplements. None of the Company’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. Notwithstanding the foregoing, in the event the Company is eligible for, and elects to file, an Automatic Shelf Registration Statement, the only obligation of the Company under this Section 2(a), except as promptly as reasonably practicable otherwise specified herein, shall be to file (and have become automatically effective) a Shelf Registration Statement with the SEC no later than one hundred and twenty (120) days after the filing thereofIssue Date (the “Automatic Shelf Registration Filing Date”). For the avoidance of doubt, the Company’s obligations to add additional selling securityholders on to the Shelf Registration Statement and to keep the Shelf Registration Statement continuously effective shall in no event extend beyond the Effectiveness Period.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen (14) months after file, or cause to be prepared and filed, with the consummation date of the IPOSEC, a “shelf” registration statement with respect to Registration Statement (the resale of the Registrable Securities (“Resale "Initial Shelf Registration”Registration Statement") by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under registering the resales from time to time by Holders thereof of all of the Registrable Securities Act (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Resale rules and regulations of the SEC, then registering the resales from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement”) and permitting Statement shall provide for the registration of such Registrable Securities for resale resales by such Holders in accordance with the reasonable methods of distribution elected indicated in their Notice and Questionnaires (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company's prior written consent, which the Company may withhold in its sole discretion). In no event shall the Initial Shelf Registration Statement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Holders and set forth in the Resale Shelf Registration StatementPurchase Agreement. The Company shall use its reasonable best efforts to (i) cause the Resale Initial Shelf Registration Statement to be declared become effective under the Securities Act by the Commission as promptly as reasonably practicable date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the filing thereof, and, subject to Sections 2.4(dIssue Date and (ii) and 2.14, to keep such Resale the Initial Shelf Registration Statement (and any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period (except to the extent permitted under Section 3(j)). At the time the Resale Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to before the fifth (5th) Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Notice Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawthe Securities Act, subject to assuming the terms and conditions hereof, after effectiveness accuracy of the Resale Shelf Registration Statement, the Company shall file a supplement to information in such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice Holder's Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofQuestionnaire.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act no later than the date (the "Effectiveness Deadline Date") that is two-hundred and ten (210) days after the filing thereofIssue Date, andand to keep, subject to Sections 2.4(dSection 3(i)(A) and 2.14hereof, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Shelf Registration Statement is declared effective, each Each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). If required Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by applicable law, subject it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall not permit any of its security holders (other than the Holders of Registrable Securities) to the terms and conditions hereof, after effectiveness include any of the Resale Company's securities in the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof).

Shelf Registration. (a) Subject The Issuer shall use its reasonable best efforts to Section 2.14, promptly file with the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Initial Shelf Registration Statement”) and shall be on Form S 1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuer shall use its reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) Securities Act and 2.14, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the earliest of (i) the date that is two (2) years from the Issue Date, (ii) such shorter period ending when all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securitieshave been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) one year after such shelf registration statement becomes effective (the “Effectiveness Period”). At Notwithstanding anything to the time contrary in this Agreement, at any time, the Resale Issuer may delay the filing of any Initial Shelf Registration Statement is declared effectiveor Subsequent Shelf Registration or delay or suspend the effectiveness thereof, each Holder for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to filing of any such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and or Subsequent Shelf Registration the related prospectus continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If action is required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject The Company and the Guarantor shall, jointly and severally, use their reasonable best efforts to Section 2.14, the Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "FILING DEADLINE DATE") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall and the Guarantor shall, jointly and severally, use its their reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's or the Guarantor's securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's or the Guarantor's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, The Company and the Company Guarantor shall prepare and file not later than fourteen file, or cause to be prepared and filed, with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline Date”) months that is two hundred forty-five (245) days after the consummation date of the IPOIssue Date, a Registration Statement (the “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Initial Shelf RegistrationRegistration Statement”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale which Registration Statement may be an automatic Shelf Registration Statement if the Company shall then be a “well-known seasoned issuer” in accordance with the Securities Act (any such Registration Statement, a “WKSI Shelf”)) registering the resale from time to time by Holders thereof of all of the Registrable Securities. The Company and permitting the Guarantor may satisfy the foregoing obligation by designating as the Initial Shelf Registration Statement for the purposes of this Agreement no later than the Filing Deadline Date a previously filed WKSI Shelf. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable and customary method of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementHolders. The Company and Guarantor shall use its their commercially reasonable efforts to (i) if the Shelf Registration Statement is not a WKSI Shelf, cause the Resale Initial Shelf Registration Statement to be declared become effective by under the Commission Securities Act as promptly as reasonably practicable but in any event by the date (the “Effectiveness Deadline Date”) that is two hundred seventy (270) days after the filing thereof, and, subject to Sections 2.4(dIssue Date or otherwise make available a WKSI Shelf for use by Holders by such date and (ii) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered the Effectiveness Period. If the obligations hereunder are satisfied by the Resale filing of a Shelf Registration Statement are no longer relating to the Registrable Securities. At , at the time the Resale Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required the Company shall satisfy its obligations hereunder through the designation of a WKSI Shelf as the Initial Shelf Registration Statement for purposes of this Agreement, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to the date of the Prospectus thereunder first made available for use by Notice Holders shall be named as a selling securityholder in such Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. The Company shall issue a release through a reputable national newswire service of its filing of (or intention to designate a WKSI Shelf as) the Initial Shelf Registration Statement and of either the anticipated effective date thereof or, subject to if the terms and conditions hereof, after effectiveness Company shall satisfy its obligations under this Agreement through the designation or filing of a WKSI Shelf as the Resale Initial Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to date on which the Company will first make available a duly completed and executed Prospectus under such WKSI Shelf for use by Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofHolders.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall use its reasonable efforts to prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline Date”) months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the a “Resale Shelf Registration Statement”, which term shall include the Initial Shelf Registration Statement and each Subsequent Shelf Registration Statement) and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred and eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as defined below) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawExcept for the piggyback registration rights granted to (i) Merck KGaA under its Development and License Agreement dated December 14, subject 1998 with the Company and (ii) Xxxxxxx-Xxxxx Squibb Company (“BMS”) under its Stockholder Agreement dated September 19, 2001 with the Company, for each of which the Company will use its reasonable efforts to the terms obtain a waiver or offer to each of Merck KGaA and conditions hereofBMS a separate shelf registration statement, after effectiveness none of the Resale Company’s security holders (other than the Holders of Registrable Securities) shall have the right to include the Company’s securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, At any time after the date hereof the Company shall prepare have the right, but not the obligation, to file a "shelf" registration statement pursuant to Rule 415 (or any successor rule) under the Securities Act on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate (and file not later than fourteen (14) months after which form shall be available for the consummation date sale of the IPO, a “shelf” registration statement with respect to Registrable Securities by the resale Holders) registering the offer and sale by the Holders of all of the Registrable Securities (“Resale a "Shelf Registration”) "), which Shelf Registration may include securities of the Company to be issued by the Holders thereof on an appropriate form for an offering Company or any other person, including Additional Rights Holders. If at any time before the expiration of the Demand Term the Company files and causes to be made on a delayed or continuous basis pursuant to Rule 415 become effective under the Securities Act (the “Resale a Shelf Registration Statement”) and permitting that includes all of the Registrable Securities, then, for so long as such Shelf Registration shall remain effective under the Securities Act, the Holders shall not be entitled to exercise the demand registration right provided in this section 2 (provided that if a Demand Notice is delivered after the Company notifies the Holders of such Registrable Securities for resale by such Holders in accordance the Company's intent to file a Shelf Registration with the methods of distribution elected by Commission but before it is filed or declared effective, the Holders Company shall be entitled to defer preparing and set forth filing a Demand Registration for up to 90 days after the date it receives a Demand Notice so long as the Company is using reasonable diligence to prepare, file and cause the Shelf Registration to become effective and, in the Resale event the Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be is declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep during such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement90 day period, the Company shall not have any obligation to take any further action with respect to such Demand Notice and the delivery of the Demand Notice by the Holders shall not constitute a Demand Registration for purposes of this Section 2). The Holders shall be entitled to offer and sell, from time to time, shares of Registrable Securities pursuant to the Shelf Registration for so long as the Shelf Registration remains effective under the Securities Act, provided however that any underwritten "take-down" by the Holders under the Shelf Registration shall constitute a Demand Registration under this Section 2 and the Holders shall not thereafter be entitled to exercise subsequent underwritten "take-downs" under the Shelf Registration or exercise any further rights under this Section 2, other than the right to continue to sell shares of Registrable Securities pursuant to the Shelf Registration (other than as part of a subsequent underwritten "take down") for so long as a Shelf Registration remains effective. If (i) the Holders elect (after receipt of written notice of the Company's intent to file a supplement to such prospectus or amendment Shelf Registration at least 20 days prior to the Resale filing date) not to have included in a Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any all of the Registrable Securities held by the Holders that provide to or (ii) the Company shall have maintained a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose that includes all Registrable Securities requested to be included therein effective under the Securities Act until the earlier of (a) 270 days after the date the Shelf Registration is declared effective by under the Commission Securities Act or (b) the expiration of the Demand Term, the Holders shall not thereafter be entitled to exercise the demand registration right provided in this Section 2 except, in the case of clause (i), to effect an underwritten take-down under the Shelf Registration, for as promptly long as reasonably practicable after the filing thereofit shall remain effective, with respect to Registrable Securities included therein.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen with the SEC a Registration ------------------ Statement (14the "Initial Shelf Registration Statement") months after the consummation date of the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be ------------------------------------ made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale "Initial Shelf Registration") on or prior to the Filing Date. -------------------------- The Initial Shelf Registration Statement”) and shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than Registrable Securities to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly soon as reasonably practicable after the filing thereof, such Initial Shelf Registration is filed and, subject in any event, on or prior to Sections 2.4(d) the Effectiveness Date and 2.14, to keep such Resale Initial Shelf Registration continuously effective under the Securities Act until the earlier of when (i) all the Registrable Securities are registered under the Shelf Registration (as defined below) and have been disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iii) all the Registrable Securities cease to be outstanding (the "Effectiveness Period") and (iv) two -------------------- years have passed from the Closing Date. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "New Requirements"), furnishes to the Company, upon request by ---------------- the Company, any additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement continuously effective for a period ending when all shares or Prospectus included therein. Each Holder of Common Stock covered by the Resale Registrable Securities as to which any Shelf Registration Statement are no longer Registrable Securitiesis being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made. At Subject to the foregoing, at the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to Holder at the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's securityholders (other than Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and use its reasonable efforts to file not later than fourteen (14) months after with the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale "Initial Shelf Registration") on or prior to the Filing Date. The Initial Shelf Registration Statement”) and shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth in the Resale Shelf Registration Statementthem (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall, subject to applicable law or applicable interpretation of the staff of the SEC, use its all reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the Effectiveness Date and to keep such Initial Shelf Registration continuously effective under the Securities Act until the date ten that is two years after the Closing Date (10as it may be shortened pursuant to clauses (i), (ii) Business Days prior to or (iii) immediately following, the "Effectiveness Period"), or such time shorter period ending when (i) all the shares of effectiveness shall be named as a selling securityholder Registrable Securities covered by the Initial Shelf Registration have been sold in the Resale manner set forth and as contemplated in the Initial Shelf Registration, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Issuers may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, or (iii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any Shelf Registration Statement and the related or Prospectus or preliminary prospectus in such a manner as to permit such included therein. No Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable lawshall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such information, if so requested. If required by applicable law, subject Each Holder of Registrable Securities as to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale which any Shelf Registration Statement not less than once a quarter as necessary is being effected agrees to name as selling securityholders therein any Holders that provide furnish promptly to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose all information required to be declared effective disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the Commission as promptly as reasonably practicable after statements therein not misleading in the filing thereoflight of the circumstances under which they were made.

Shelf Registration. At any time after the date hereof when Zoetis is eligible to Register the applicable Registrable Securities on Form S-3 (aor a successor form) Subject to Section 2.14and the Holder may request Demand Registrations, the Company requesting Holders may request Zoetis to effect a Demand Registration as a Shelf Registration. There shall prepare and file be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that the Holders may not later require Zoetis to effect more than fourteen four (144) months after Underwritten Offerings in a twelve (12)-month period. Any Holder of Registrable Securities included on a Shelf Registration shall have the consummation date right to request that Zoetis cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to Zoetis specifying the number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (“Takedown Notice”). Zoetis shall (i) within five (5) days of the IPOreceipt of a Takedown Notice for an Underwritten Offering, a “shelf” registration statement with respect give written notice of such Takedown Notice to the resale all Holders of the Registrable Securities included on such Shelf Registration (“Resale Shelf RegistrationZoetis Takedown Notice”), and (ii) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale shall take all actions reasonably requested by such Holders Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.4, in accordance with the methods intended method of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementTakedown Notice as expeditiously as possible. The Company If the takedown is an Underwritten Offering, Zoetis shall use its reasonable efforts to cause include in such Underwritten Offering all Registrable Securities that that the Resale Shelf Registration Statement Holders request to be declared effective by included within the Commission as promptly as reasonably practicable after two (2) days following their receipt of the filing thereofZoetis Takedown Notice. If the takedown is an Underwritten Offering, and, subject the Registrable Securities requested to Sections 2.4(dbe included in a shelf takedown must represent (i) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable law. If required by applicable law, subject that is reasonably be expected to the terms and conditions hereof, after effectiveness equal at least $10,000,000 or (ii) all of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective remaining Registrable Securities owned by the Commission as promptly as reasonably practicable after the filing thereofrequesting Holder and its Affiliates.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; PROVIDED, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act no later than the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the filing thereofIssue Date, andand to keep, subject to Sections 2.4(dSection 3(i)(A) and 2.14hereof, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Shelf Registration Statement is declared effective, each Each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). If required Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to it covered by such prospectus or amendment to the Resale Shelf Registration Statement not less than once unless such Holder has provided a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire in accordance with Section 2(d) and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofis in compliance with Section 4.

Shelf Registration. (a) Subject to Section 2.14, The Company and the Company Guarantor shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company and the Guarantor. The Company and the Guarantor shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable date (the "Effectiveness Deadline Date") that is two hundred and ten (210) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for under the Securities Act until the expiration of the Effectiveness Period subject to the rights of the Company and the Guarantor under Section 3(i) to create a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesDeferral Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawlaw under ordinary circumstances, subject to the terms and conditions hereof, after effectiveness compliance with blue sky laws. None of the Resale Company's securityholders (other than the Holders of Registrable Securities) nor the Guarantor's securityholders shall have the right to include any of the Company's or Guarantor's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its all reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject No later than 90 days prior to Section 2.14the expiration of the Relevant Restricted Period (any such date, the “Shelf Date”), the Company shall prepare and file not later than fourteen (14) months after with the consummation date of the IPOSEC a Registration Statement providing for registration and resale, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a continuous or delayed or continuous basis pursuant to Rule 415 under the Securities Act Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities; provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR that will permit the registration and resale of all Registrable Securities (the an “Resale Existing Shelf Registration Statement”) and permitting as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”); provided, further, that, for the avoidance of such Registrable Securities for resale by such Holders in accordance with doubt, the methods existence of distribution elected by an Existing Shelf Registration Statement shall not have any effect on the Holders and restrictions set forth in the Resale Section 2.2. The Shelf Registration StatementStatement shall be on Form S-3 (or any comparable or successor form or forms then in effect) under the Securities Act (or to the extent the Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms); provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic shelf registration statement (as defined in Rule 405 under the Securities Act). The In the event that the Shelf Registration Statement is not an automatic shelf registration statement, the Company shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as promptly as reasonably practicable after of the filing thereof, and, subject to Sections 2.4(d) and 2.14, expiration of the Relevant Restricted Period. The Company shall use commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective for a period ending under the Securities Act until the earlier of (i) the date when all shares of Common Stock the Registrable Securities covered by such Shelf Registration Statement have been sold and (ii) the date on which the Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire eligible to the Company on be sold or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, transferred without being subject to any holding period or volume limitations pursuant to Rule 144 under the terms and conditions hereof, after effectiveness of Securities Act (the Resale “Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofEffective Period”).

Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form F-3 (aor a successor form) Subject and the Holder may request Demand Registrations, the requesting Holder(s) may request the Company to effect a Demand Registration as a Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that the Holders may not require the Company to effect more than three Underwritten Offerings in a 12-month period or, on or after the 30% Date, any Underwritten Offering within a period of 60 days after the closing of any other Underwritten Offering (or such longer period as the underwriters of such other Underwritten Offering may require). Any Holder of Registrable Securities included on a Shelf Registration shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within 5 Business Days of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all other Holders of Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) take all actions reasonably requested by such Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.142.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable. If the takedown is an Underwritten Offering, the Company shall prepare and file not later than fourteen (14) months after include in such Underwritten Offering all Registrable Securities subject to the consummation date Shelf Registration that the Holders request to be included within the 5 days following their receipt of the IPOCompany Takedown Notice, a “shelf” registration statement with respect subject to Section 2.01(e). If the resale of takedown is an Underwritten Offering, the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering requested to be made on included in a delayed or continuous basis pursuant to Rule 415 under the Securities Act shelf takedown must represent (the “Resale Shelf Registration Statement”i) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable law. If required by applicable law, subject that is reasonably expected to the terms and conditions hereof, after effectiveness equal at least $20,000,000 or (ii) all of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective remaining Registrable Securities owned by the Commission as promptly as reasonably practicable after the filing thereofrequesting Holder and its Affiliates.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, by the date (14the "FILING DEADLINE DATE") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement; provided, however, that if that if the proposed transactions contemplated by the Acquisition Agreement (including the ancillary agreements thereto) and the Stock Purchase Agreement (each as defined in the Offering Memorandum relating to the Preferred Stock dated April 29, 2003 (the "OFFERING MEMORANDUM")) are consummated, any party under any such agreements will not, if required under registration rights granted to such any party by the Company shall file a supplement pursuant to such prospectus or amendment to the Resale agreements, be prohibited from including such shares of Common Stock for registration in any Subsequent Shelf Registration Statement not less than once a quarter as necessary required to name as selling securityholders therein any Holders that provide to the be filed under Section 2(b). The Company a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment seek a waiver from such parties prior to including such Resale shares of Common Stock for registration in such Subsequent Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofStatement.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and as promptly as practicable file not later than fourteen (14) months after with the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (the “Resale Initial Shelf Registration StatementRegistration”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement). The Company shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be an 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 Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date ten that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration (10) Business Days prior to such time the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of effectiveness the Initial Shelf Registration shall be named 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 a selling securityholder otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Resale Company may delay the filing of any Initial Shelf Registration Statement and or delay or suspend the related prospectus effectiveness thereof, for a reasonable period of time, but not in such excess of an aggregate of 75 days in any calendar year (a manner as to permit such Holder to deliver such prospectus to purchasers “Shelf Suspension Period”), if the Board of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness Directors of the Resale Shelf Registration Statement, Company determines reasonably and in good faith that the Company shall file a supplement to filing of any such prospectus or amendment to the Resale Initial Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereoffinancing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf RegistrationFiling Deadline Date”) by the Holders thereof on an appropriate form a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the a “Resale Shelf Registration Statement”) and registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration StatementStatement and shall comply in all material respects with the requirements of Form S-3 or other appropriate form and the requirements of Regulations S-T under the Securities Act. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable Securities Act no later than the date (the “Effectiveness Deadline Date”) that is one-hundred and eighty (180) days after the filing thereofIssue Date, andand to keep, subject to Sections 2.4(dSection 3(h) and 2.14hereof, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Shelf Registration Statement is declared effective, each Each Holder that has delivered becomes a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement becomes effective shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). If required No Holder that is not a Notice Holder shall be entitled to be named as a selling securityholder, or have the Registrable Securities held by applicable lawit covered, subject to the terms and conditions hereof, after effectiveness of the Resale in a Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall prepare and file not later than fourteen the Trust shall, for the benefit of the Holders, at the Company's cost, (14i) months cause to be filed with the SEC within 150 days after the consummation date Issue Date a Shelf Registration Statement on an appropriate form under the Securities Act providing for the sale by the Holders of the IPO, a “shelf” registration statement with respect to the resale all of the Registrable Securities and (“Resale Shelf Registration”ii) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable SEC not later than the date which is 180 days after the filing thereofIssue Date. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in the Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, andwithin 15 days after receipt of a request therefor, subject such information as the Company and the Trust may, after conferring with counsel with regard to Sections 2.4(d) information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the Shelf Registration Statement or Prospectus included therein. Each Holder as to which the Shelf Registration is being effected agrees to furnish to the Company and 2.14, the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their best efforts to keep such Resale the Shelf Registration Statement continuously effective for a the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period ending which will terminate when all shares of Common Stock the Registrable Securities covered by the Resale Shelf Registration Statement are no longer have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "EFFECTIVENESS PERIOD"). The Company and the Trust shall not permit any securities other than Registrable SecuritiesSecurities to be included in the Shelf Registration. At The Company and the time Trust will, in the Resale event a Shelf Registration Statement is declared effective, provide to each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time reasonable number of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness copies of the Resale Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and use its best efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company shall file a supplement to for such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to name as selling securityholders therein any Holders that provide furnish to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause Holders of Registrable Securities copies of any post-effective such supplement or amendment to such Resale Shelf Registration Statement promptly after its being used or filed for such purpose to be declared effective by with the Commission as promptly as reasonably practicable after the filing thereofSEC.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall use its reasonable best efforts to prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "FILING DEADLINE DATE") months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the “Resale resale from time to time by Holders thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement”) and Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject The Company will prepare, file (to Section 2.14the extent not previously filed) and use its reasonable best efforts to cause to become effective no later than five (5) Business Days following the First Lock-Up End Date, a Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the Company shall prepare and is then eligible to file not later than fourteen (14) months after an Automatic Shelf Registration Statement), registering for resale the consummation date of Registrable Securities under the IPO, a “shelf” registration statement with respect Securities Act subject to compliance by the resale Holders of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and their obligations hereunder, including specifically those obligations set forth in the Resale Shelf Registration StatementSection 5.1(j). The Company shall use its reasonable efforts to cause plan of distribution indicated in the Resale Shelf Registration Statement to be declared effective by the Commission will include all such methods of sale as promptly as any Holder may reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) request in writing at least five Business Days prior to such time the filing of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and that can be included in the related prospectus in Shelf Registration Statement under the rules and regulations of the SEC. Until such a manner time as to permit such Holder to deliver such prospectus to purchasers of all Registrable Securities in accordance with applicable law. If required by applicable law, subject cease to be Registrable Securities or the terms and conditions hereof, after effectiveness of the Resale Company is no longer eligible to maintain a Shelf Registration Statement, the Company shall file a supplement use its reasonable best efforts to keep current and effective such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment file such supplements or amendments to such Resale Shelf Registration Statement filed (or file a new Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement) when such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or appropriate to keep such Shelf Registration Statement continuously effective and useable for such purpose the resale of all Registrable Securities under the Securities Act. Any Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply in all material respects as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be declared effective by stated therein or necessary to make the Commission as promptly as reasonably practicable after statements therein not misleading. The Company may satisfy its obligations with respect to the filing thereofof any Shelf Registration Statement by filing with the SEC and providing the applicable Holders with a Prospectus supplement under a “universal” or other Shelf Registration Statement of the Company that also registers sales of securities for the account of the Company or other holders.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall use its reasonable best efforts to prepare and file not later than fourteen or cause to be prepared and filed with the SEC, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing filing with the SEC, as soon as practicable but in any event by the date (14the “Filing Deadline Date”) months ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the a “Resale Shelf Registration Statement”) registering (i) the resale from time to time by Holders thereof of all of the Registrable Securities and (ii) if and to the extent required by applicable securities laws to permit the issuance of Underlying Common Stock upon conversion of the Notes on an unrestricted basis under the Securities Act, the issuance by the Company of Underlying Common Stock upon conversion of the Notes by any Holders who acquired the Notes in registered resales pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement or in resales pursuant to Rule 144; provided, however, that the Company shall not be required to register the issuance of Underlying Common Stock upon conversion of the Notes with respect to any Holder if and to the extent the Company is not permitted to effect such registration under the Securities Act after using its reasonable best efforts to do so (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for (x) resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration StatementStatement and (y) issuance upon conversion of the Notes as provided in clause (ii) of the immediately preceding sentence. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared become effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep Securities Act (unless such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale previously filed Shelf Registration Statement that is effective at the time it is so designated) as promptly as is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is two hundred and ten (210) days after the related prospectus in such a manner as Issue Date, and to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to keep the terms and conditions hereof, after effectiveness of the Resale Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement, ) continuously effective under the Company shall file a supplement to such prospectus or amendment to Securities Act until the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to expiration of the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofEffectiveness Period.

Shelf Registration. (a) Subject to Section 2.14, The Company and the Company Guarantor shall prepare and file not or cause to be prepared and filed with the SEC no later than fourteen a date which is ninety (1490) months days after the consummation date of Issue Date (the IPO, "Filing Deadline Date") a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Resale Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company and the Guarantor. The Company and the Guarantor shall use its commercially reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for under the Securities Act until the expiration of the Effectiveness Period subject to the rights of the Company under Section 3(h) to create a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesDeferral Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable lawlaw under ordinary circumstances, subject to compliance with blue sky laws. Neither the terms and conditions hereof, after effectiveness Company nor the Guarantor shall permit any of its securityholders (other than the Holders of Registrable Securities) to include any of the Resale Company's or the Guarantor's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form F-3 (aor a successor form) Subject and an Initiating Holder is entitled to request Demand Registrations, such Initiating Holder may request the Company to effect a Demand Registration as a Shelf Registration. For the avoidance of doubt, the requirement that (i) the Company deliver a Company Notice in connection with a Demand Registration and (ii) the right of Eligible Holders to request that their Registrable Securities be included in a Registration Statement filed in connection with a Demand Registration, each as set forth in Section 2.142.01(a), shall apply to a Demand Registration that is effected as Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that SiegCo SA and Cosmoledo SPRL may not require the Company to effect more than four Underwritten Offerings each in a 12-month period. If any Initiating Holder holds Registrable Securities included on a Shelf Registration, or Class B Ordinary Shares convertible into Registrable Securities included on a Shelf Registration, it shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities such Initiating Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within five days of the receipt of a Takedown Notice, give written notice of such Takedown Notice to all Holders of Registrable Securities or Class B Ordinary Shares convertible into Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall take all actions reasonably requested by the Initiating Holder who submitted the Takedown Notice, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable. If the takedown is an Underwritten Offering, the Company shall prepare and file not later than fourteen include in such Underwritten Offering all Registrable Securities that the Holders of Registrable Securities (14or Class B Ordinary Shares convertible into Registrable Securities) months after included in the consummation date Registration Statement for such Shelf Registration, request be included within the five Business Days following such Holders’ receipt of the IPOCompany Takedown Notice. If the takedown is an Underwritten Offering, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering requested to be made on included in a delayed or continuous basis pursuant to Rule 415 under the Securities Act shelf takedown must represent (the “Resale Shelf Registration Statement”i) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers an aggregate offering price of Registrable Securities in accordance with applicable law. If required by applicable law, subject that is reasonably expected to the terms and conditions hereof, after effectiveness equal at least $20,000,000 or (ii) all of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective remaining Registrable Securities owned by the Commission as promptly as reasonably practicable after requesting Initiating Holder and its Affiliates or that would be owned upon conversion of all of the filing thereofClass B Ordinary Shares held by the requesting Initiating Holder and its Affiliates into Class A Ordinary Shares.

Shelf Registration. (a) Subject The Issuers shall use their reasonable best efforts to Section 2.14, promptly file with the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, SEC a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Resale Initial Shelf Registration”). The Initial Shelf Registration Statement”) and shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Resale Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuers shall use its their reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective by under the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) Securities Act and 2.14, to keep such Resale the Initial Shelf Registration Statement continuously effective for a under the Securities Act until the earliest of (i) the date that is two (2) years from the Issue Date, (ii) such shorter period ending when all shares of Common Stock Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securitieshave been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) one year after such shelf registration statement becomes effective (the “Effectiveness Period”). At Notwithstanding anything to the time contrary in this Agreement, at any time, the Resale Issuers may delay the filing of any Initial Shelf Registration Statement is declared effectiveor Subsequent Shelf Registration or delay or suspend the effectiveness thereof, each Holder for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Managers or Board of Directors, as applicable, of either Issuer determines reasonably and in good faith that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to filing of any such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and or Subsequent Shelf Registration the related prospectus continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Managers or Board of Directors, as applicable, of either Issuer, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If action is required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months one hundred thirty-five (135) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event within one hundred and eighty (180) days after the filing thereofIssue Date (the "Effectiveness Deadline Date"), and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder and that has delivered a duly provided the Company with an appropriately completed and executed Notice and Questionnaire to the Company Questionnaire, in each case on or prior to the date ten five (105) Business Days prior to such time of effectiveness effectiveness, shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months that is one hundred twenty (120) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject law to the terms extent that such Holder has delivered a Notice and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide Questionnaire to the Company as contemplated by Section 2(d) below. Notwithstanding the foregoing, if a duly completed and executed Holder fails to provide the Company with the information requested by the Notice and Questionnaire within the period specified in Section 2(d) below, then the Filing Deadline Date and shall use reasonable efforts to cause any post-effective amendment the Effectiveness Deadline Date, with respect to such Resale Shelf Registration Statement filed Holder, shall be extended by one day for such purpose to be declared effective by the Commission as promptly as reasonably practicable each day after the filing thereoftwenty (20) Business Day period that such Holder fails to provide such Notice and Questionnaire; provided, however, that the failure of a Holder to provide such Notice and Questionnaire shall not otherwise affect the Company's obligations under this Agreement to any other Holder.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare ------------------ and file not later than fourteen or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (14the "Filing Deadline Date") months -------------------- ninety (90) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the ---------------------------- resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf ------------------------------------ Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective by under the Commission Securities Act as promptly as reasonably is practicable but in any event by the date (the "Effectiveness Deadline Date") --------------------------- that is one hundred and eighty (180) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock the Effectiveness Period; provided, however, that no -------- ------- Holder shall be entitled to have the Registrable Securities held by it covered by the Resale such Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each unless such Holder that has delivered shall have provided a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable lawSection 2(d) and is in compliance with Section 4. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file or cause to be prepared and filed with the SEC, not later than fourteen (14) months after the consummation date of the IPOFiling Deadline Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by December 3, 2004 (the "Effectiveness Deadline Date", which shall be extended by the Commission as promptly as reasonably practicable after aggregate number of days during which the filing thereofCompany is obligated to provide 144A Marketing Assistance under Section 2(a), andplus a period of ninety (90) days), subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective for a period ending when all shares under the Securities Act until the expiration of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable SecuritiesEffectiveness Period. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to Notwithstanding the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statementforegoing, the Company shall file have no further obligations under Section 3(a) or 3(b), (1) from and after the delivery of a supplement 144A Demand Notice or an Other 144A Demand Notice (other than pursuant to Section 2(b)(iii)) until CUSA has delivered written notice of the termination of the Company's assistance obligations with respect to such prospectus 144A Demand Notice or amendment Other 144A Demand Notice, as the case may be, (2) following the consummation of one 144A Resale and (3) following the delivery of one 144A Demand Notice unless, in the case of this clause (3), a 144A Resale was not consummated and the Initial Holder has reimbursed the Company for all fees and expenses incurred by the Company pursuant to Section 6 in connection with the Resale performance of its obligations under Section 2. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereofStatement.

Shelf Registration. (a) Subject to Section 2.142.11, the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPOCompany's initial public offering, a “"shelf” " registration statement with respect to the resale of the Registrable Securities (“"Resale Shelf Registration”") by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “"Resale Shelf Registration Statement”") and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Company shall use its reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d2.1(d) and 2.142.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) Subject to Section 2.14, the The Company shall prepare and file not later than fourteen or cause to be prepared and filed with the SEC, by the date (14the "Filing Deadline Date") months one hundred twenty (120) days after the consummation date of the IPOIssue Date, a “shelf” registration statement with respect to the resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (the “Resale a "Shelf Registration Statement”") and registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration StatementHolders. The Company shall use its reasonable efforts to cause the Resale Initial Shelf Registration Statement to be declared effective under the Securities Act by the Commission as promptly as reasonably practicable date (the "Effectiveness Deadline Date") that is one hundred ninety-five (195) days after the filing thereofIssue Date, and, subject to Sections 2.4(d) and 2.14, to keep such Resale the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. The Company shall use their reasonable efforts to notify the Representatives five (5) Business Days prior to the planned effective date for a period ending when all shares of Common Stock covered by the Resale Initial Shelf Registration Statement are no longer and allow the Representatives to update, if necessary, the amount of Registrable SecuritiesSecurities disclosed as held by each such Manager in the Initial Shelf Registration Statement. At the time the Resale Initial Shelf Registration Statement is declared effective, each Holder that has delivered became a duly completed and executed Notice and Questionnaire to the Company Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Initial Shelf Registration Statement and the related prospectus Prospectus in such a manner as to permit such Holder to deliver such prospectus Prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness None of the Resale Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Initial Shelf Registration Statement or any subsequent Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.