Common use of Shelf Registration Clause in Contracts

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in At any event within thirty (30) days time from and after the Closing Datedate hereof and from time to time, the Investor may make a written request to the Company to prepare and file with the Commission a Registration Statement shelf registration statement under the Securities Act to permit the public resale covering all of all the Registrable Securities held by then outstanding on a delayed or continuous basis pursuant to Section 415 of the Holders from time Securities Act (a “Shelf Registration”). The Company will use its commercially reasonable efforts to time as permitted by Rule 415 prepare and file with the Commission, no later than 45 days following its receipt of such written request (the “Shelf Registration Filing Date”), a registration statement under the Securities Act (or any successor or similar provision adopted by covering all of the Commission then in effect) on Registrable Securities requested to be included therein and the terms and conditions specified in this subsection 2.1.1 and shall Company will use its reasonable best efforts to cause obtain the effectiveness of such Registration Statement to be declared effective registration as soon as practicable after as would permit or facilitate the original issuance or subsequent resale and distribution of all securities requested to be registered hereunder. Notwithstanding the foregoing, however, the Company may defer the filing thereof, but of such registration statement pursuant to and in no event later than sixty accordance with the provisions of Section 2(i)(b). Such registration statement shall contain (60unless the Holders otherwise direct) calendar days following the filing deadline (substantially the “Effectiveness Deadline”); provided that Plan of Distribution” attached hereto as Annex A. Notwithstanding anything to the Effectiveness Deadline shall be extended to ninety (90) calendar days after contrary, in the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission case of any shelf registration pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested bySection 2.2, the Holders. The Company shall use its reasonable best efforts to cause keep the relevant registration statement effective until the earlier of (i) a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and period of two years or (ii) the date as of which all the securities requested to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available registered (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transfereeswhether or not subsequently transferable under Rule 144) or, if not available, under the shelf registration statement have been disposed of in a manner described therein; provided further that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify be obligated to re-file a Shelf Registration at the Holders request of the effectiveness of Investor if such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in registration expires and not 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 securities requested to be stated therein or necessary registered thereunder have been disposed of. Notwithstanding anything to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statementcontrary, in the light of event that the circumstances under which Company is not eligible to effect a Shelf Registration, (a) this Section 2.2 shall not apply and (b) the Investor shall have the right on two (as opposed to one) occasions to make a request for the Company to file a registration statement pursuant to Section 2.1; provided that the Company shall not be obligated to effect more than one such statement is made)demand registration pursuant to Section 2.1 in any 12 consecutive calendar months.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in With respect to any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments fromDemand Registration, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available Requesting Holders may require Parent to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such the Registrable Securities under a registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Shelf Registration”) or similar provision adopted by any takedown thereunder. To the Commission then extent Parent is a well-known seasoned issuer (as defined in effectRule 405 of the Securities Act) at the time any time beginning Demand Request is submitted, Parent shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 in accordance with the requirements of the Securities Act, which covers those Registrable Securities requested to be registered and which shall be deemed for all purposes a Shelf Registration. For the avoidance of doubt, the filing of a prospectus supplement to a prospectus included as part of an effective date for such Shelf Registration Statement. A Registration Statement filed naming the Holder as a selling stockholder and registering the Registrable Securities specified in the applicable Demand Request shall be deemed to satisfy Parent’s obligations with respect to the filing (and effectiveness in the case of an automatic shelf registration statement) of a registration statement pursuant to this subsection 2.1.1 Agreement. Any Shelf Registration shall provide for the resale of the Common Stock from time to time in the United States by and pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available Holder (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) orincluding, if not availablewithout limitation, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effectivean underwritten offering, a Registration Statement filed pursuant direct sale to this subsection 2.1.1 (including purchasers, a sale to or through brokers, dealers or agents, a sale over the documents incorporated therein by reference) will internet, block trades, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). Parent shall comply as to form in all material respects with all the applicable requirements provisions of the Securities Act and with respect to the Exchange Act and will not contain an untrue statement disposition of a material fact or omit to state a material fact required to be stated therein or necessary to make all Registrable Securities covered by the statements therein not misleading (Shelf Registration in accordance with the case intended methods of any Prospectus contained in such Registration Statement, in disposition by the light of the circumstances under which such statement is made)Holder thereof.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30a) days after On or prior to the Closing Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement under covering the Securities Act to permit the public resale of all the Registrable Securities held for an offering to be made by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effectHolder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its reasonable best efforts to cause such a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), or the Commitment Period has expired and no event later than sixty (60) calendar days following Registrable Securities are then outstanding or may become outstanding on the filing deadline exercise of any Warrant, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided . The Company shall promptly notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, Company telephonically confirms effectiveness with the Commission. The Registration Statement filed Company shall file a final Prospectus with the Commission pursuant as required by Rule 424. Notwithstanding anything herein to this subsection 2.1.1 shall the contrary, in the event that the Commission requires a reduction in the number of shares to be included on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify reduce such shares by reducing the Holders number of Draw Down Shares first, the effectiveness of such Registration Statement. When effectiveanti-dilution shares second, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act Warrant Shares third 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 Registration Statement, in the light of the circumstances under which such statement is made)Shares last.

Shelf Registration. 2.1.1 The If at the time the Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement registers Registrable Securities under the Securities Act pursuant to permit this Section 2, the public resale sale or other disposition of all the such Registrable Securities held by the Holders from time may be made pursuant to time as permitted by Rule 415 under the Securities Act a registration statement on Form S-3 (or any successor or similar provision adopted form that permits the incorporation by reference of future filings by the Commission then in effect) on Company under the terms Exchange Act), and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after registration statement, unless otherwise directed by the filing thereofRequestor, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on as a shelf “shelf” registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or similar provision adopted more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Commission then Requestor. Except as provided in effectSection 5(b) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byhereof, the Holders. The Company shall use its reasonable best efforts to cause keep such “shelf” registration continuously effective as long as the delivery of a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to prospectus is required under the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for Act in connection with the resale disposition of all the Registrable Securities held registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the Holders until all such Registrable Securities have ceased rules, regulations and instructions applicable to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, form used by the Company shall notify the Holders of the effectiveness of for such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein registration or by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act or by any other rules and the Exchange Act and will not contain an untrue statement regulations thereunder applicable to shelf registrations. Upon their receipt of a material fact or omit to state a material fact required to be stated therein or necessary to make certificate signed by the statements therein not misleading (president of the Company in accordance with the procedure set forth in the case penultimate paragraph of Section 2(a) hereof, the Holders will refrain from making any Prospectus contained in such Registration Statementsales of Registrable Securities under the shelf registration statement for a period of up to 90 days; provided that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than twice, or for an aggregate period of more than 90 days, in any twelve-month period (counting as a permitted exercise any exercise by the light Company of its right to defer the circumstances filing or delay its effectiveness of a registration statement under which such statement is madethe penultimate paragraph of Section 2(a)).

Shelf Registration. 2.1.1 The Company shall, shall file as soon promptly as practicable, practicable (but in any event within no later than thirty (30) days after the Closing Datedate of this Agreement), file a Registration Statement under the Securities Act and shall thereafter use its reasonable best efforts to permit the public resale of all the make and keep effective (including by renewing or refiling upon expiration) until such time that there are no longer any Registrable Securities held by outstanding, a shelf registration statement permitting the Holders resale from time to time as permitted by on a delayed or continuous basis pursuant to Rule 415 under of the Securities Act (or any successor rule thereto) by Subscriber and its Affiliates of the Registrable Securities, which registration statement shall be filed on (a) Form F-3 or Form S-3, as applicable, or any similar provision adopted by short-form registration statement that may be available at such time, if the Commission Company is then in effect) eligible to register a secondary offering on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty form (60) calendar days following the filing deadline (the “Effectiveness DeadlineF-3/S-3 Eligible”); provided , or (b) Form F-1 or Form S-1, as applicable, or any similar long-form registration statement that the Effectiveness Deadline shall may be extended to ninety (90) calendar days after the filing deadline available at such time, if the Registration Statement Company is reviewed by, and receives comments from, the Commissionnot then S-3 Eligible. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a resale shelf registration statement on Form F-1 required by this Section 4.01 shall remain effective as long as any of the Ordinary Shares registered thereon remain Registrable Securities. Once such shelf registration statement has become effective, if the Company is F-3/S-3 Eligible, the Company shall, as promptly as reasonably practicable following the written request of Subscriber for a firm commitment underwritten offering of Registrable Securities (an “Underwritten Offering”) pursuant to such shelf registration statement with anticipated aggregate gross proceeds of at least $10 million (a “Form F-1 ShelfTakedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) or to such other form of shelf registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to filed under Rule 415 424 promulgated under the Securities Act (or any successor or similar provision adopted with respect to such Underwritten Offering. Subscriber agrees to provide the Company with such information in connection with a Takedown Request as may be reasonably requested by the Commission then in effect) at any time beginning on the effective date for Company to facilitate such Registration StatementTakedown Request. A Registration Statement filed pursuant Takedown Request may include a request to this subsection 2.1.1 shall provide for the resale pursuant to any method consummate a block trade, bought deal, or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statementovernight transaction, in the light of the circumstances under which such statement is made)addition to an Underwritten Offering.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty forty-five (3045) calendar days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) rule thereto (a “Shelf Registration Statement”), on the terms and conditions specified in this subsection Section 2.1.1 and shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event not later than sixty (60i) the 90th calendar days day following the filing deadline date if the Commission notifies the Company that it will “review” the Shelf Registration Statement) and (ii) the “Effectiveness Deadline”); provided 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Shelf Registration Statement is reviewed by, and receives comments from, the Commissionwill not be “reviewed” or will not be subject to further review. The Shelf Registration Statement filed with the Commission pursuant to this subsection Section 2.1.1 shall be on a shelf registration statement Form S-1 or, if the Company is eligible to use Form S-3, then on Form F-1 (a “Form F-1 Shelf”) S-3 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection Section 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection Section 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection Section 2.1.1 (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 Exchange Act and will not contain an untrue statement a Misstatement. The Company’s obligations under this Section 2.1.1, shall for the avoidance of a material fact or omit doubt, be subject 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 Registration Statement, in the light of the circumstances under which such statement is made)Section 2.4 and Section 3.4.

Shelf Registration. 2.1.1 The Company shallPrior to December 31, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from1995, the Commission. The Registration Statement filed Company shall file with the Commission pursuant to this subsection 2.1.1 shall be on Commission, at the Company's expense, a shelf "shelf" registration statement on Form F-1 (a “Form F-1 Shelf”) or such other any appropriate form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Act covering all Registrable Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders"Shelf Registration"). The Company shall use its reasonable best efforts to cause a have the Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, declared effective as promptly as practicable after such filing (but not later than 150 days after the date hereof) and to be supplemented and amended keep the Shelf Registration continuously effective three years following the date on which the Shelf Registration is declared effective (the "Shelf Registration Period"). The Company shall, to the extent necessary necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) to ensure that 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 or by the instructions applicable to such Registration Statement is available 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 any such supplement or amendment at least 30 days prior to its being used and/or filed with the Commission. The Company hereby consents to the use (including to use its reasonable best efforts to add in compliance with applicable law) of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for in connection with the resale offering and sale of all the Registrable Securities held covered by the Holders until prospectus or any amendment or supplement thereto. The Company shall pay all such Registrable Securities have ceased to be Registration Expenses (other than fees and disbursements of underwriters) incurred in connection with the Shelf Registration, whether or not it becomes effective. In no event shall the Shelf Registration include securities other than Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify unless the Holders of all Registrable Securities consent to such inclusion. Nothing herein shall obligate the effectiveness Company to incur or pay for fees and disbursements of such Registration Statement. When effective, underwriters in connection with a Registration Statement filed pursuant to this subsection 2.1.1 (including distribution under 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 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 Registration Statement, in the light of the circumstances under which such statement is made)Shelf Registration.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in (a) At any event within thirty (30) days time after the Closing Dateearlier of the commencement of the Exchange Offer or the closing of the Initial Public Offering, file a the Investors may request in writing (the “Registration Statement Request”) registration under the Securities Act of all or any portion of their Registrable Securities. On or prior to permit the public Filing Date, the Company shall prepare and file with the Commission a Shelf Registration Statement covering the resale of such number of Registrable Securities included in the Registration Request. In addition, upon the written request of an Investor, the Company shall promptly prepare and file with the Commission a Shelf Registration Statement covering the resale of all other Registrable Securities beneficially owned by such Investor; provided, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to prepare and file any such Shelf Registration Statement covering such Registrable Securities (x) more than once per calendar quarter or (y) if the Registrable Securities held to be covered by such Shelf Registration Statement represent less than one percent (1%) of the then-outstanding Company Shares. The Shelf Registration Statements described in this Section 2(a) shall relate to the offer and sale of the Registrable Securities by the Holders Investors thereof from time to time in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement (including any plan of distribution that the Investors may request from time to time, an initial form of which is attached hereto as permitted by Exhibit A) and Rule 415 under the Securities Act Act, together with any Registration Statement to replace such Registration Statement upon expiration thereof, if any (or any successor or similar provision adopted by hereinafter the Commission then in effect) on “Shelf Registration Statement”). Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its reasonable best efforts to cause each such Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a address any comments from the Commission regarding such Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended advocate with the Commission for the registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”) or otherwise, such Shelf Registration Statement shall register the resale of a number of Company Shares which is equal to the extent necessary maximum number of shares as is permitted by the Commission, and, subject to ensure that such Registration Statement is available (including the provisions of this Section 2, the Company shall continue to use its reasonable best efforts to add register all remaining Registrable Securities held by Permitted Transferees) oras set forth in this Section 2. In such event, if not available, that another the number of Registrable Shares to be registered for the Investors in the applicable Shelf Registration Statement is available, for the resale of shall be reduced pro rata among all the Investors. The Company shall continue to use its reasonable best efforts to register all remaining Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as promptly as practicable following in accordance with the effective date of a Registration Statement filed pursuant to this subsection 2.1.1applicable rules, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act regulations 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 Registration Statement, in the light of the circumstances under which such statement is made)SEC Guidance.

Shelf Registration. 2.1.1 The Company shall, as soon as practicableIf requested by the Investor prior to the second anniversary of the closing of the Rights Offering, but subject to the Transfer restrictions set forth in any event within thirty (30) days after Section 4.2, the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall Company will use its commercially reasonable best efforts to cause such Registration Statement qualify for registration on and to be declared effective as soon as practicable after the filing thereoffile, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 S-3 or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration Statement”), and such Short-Form Registration Statement will be a “Form F-1 Shelf”) or such other form of shelf” registration statement as is then available to effect a registration providing for resale of such Registrable Securities, covering such Registrable Securitiesthe registration, and shall contain the sale on a Prospectus in such form as to permit any Holder to sell such continuous or delayed basis, of the Registrable Securities pursuant to Rule 415 under from and after the Securities Act (or second anniversary of the closing of the Rights Offering. In no event shall the Company be obligated to effect any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such shelf other than pursuant to a Short-Form Registration Statement. A Upon filing a Short-Form Registration Statement, the Company will, if applicable, use its commercially reasonable efforts to (i) cause such Short-Form Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available tobe declared effective, and (ii) keep such Short-Form Registration Statement effective with the SEC at all times. Any Short-Form Registration Statement shall be re-filed upon its expiration, and the Company shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration Statement as may be reasonably requested byby a Holder or as otherwise required, until the HoldersHolders who would require such registration to effect a sale of the Registrable Securities no longer hold the Registrable Securities so registered; provided that no Holder may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for Company senior management in accordance with the Company’s policies. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration Statement. The Company shall use its commercially reasonable best efforts to cause take such actions as are under its control to become a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available well-known seasoned issuer (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but defined in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of Rule 405 under the Securities Act Act) (and not become an ineligible issuer (as defined in Rule 405 under 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 Registration Statement, in the light of the circumstances under which such statement is madeSecurities Act)).

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in (a) At any event within thirty (30) days time after the Closing Datefirst anniversary of the First Public Offering, file if the Company is eligible to use Form F-3 or Form S-3, a Registration Statement under Shareholder or group of Shareholders, in each case holding at least 20% of the Registrable Securities Act (the requesting Shareholder(s) shall be referred to permit herein as the public resale “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 such Initial Shelf Requesting Shareholders under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such a Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effectrule) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders(a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least two Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this subsection 2.1.1 to remain effective, and to be supplemented and amended Section 2.03 to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for permit the resale disposition of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased so to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1registered on such Shelf Registration, but in any event within five (5) business days of such date, provided that the Company shall notify be permitted to effect the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of registration under the Securities Act and of any securities other than the Exchange Act and will Registrable Securities (including for the benefit of Persons not contain an untrue statement party to this Agreement) as part of a material fact or omit to state a material fact any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be stated therein or necessary deemed a Demand Registration for purposes of the Company’s obligation to make the statements therein not misleading (effect no more than six Demand Registrations in the case of any Prospectus contained aggregate as set forth in such Registration Statement, in the light of the circumstances under which such statement is madeSection 2.01(a).

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty ninety (6090) calendar days following the filing deadline (the “Effectiveness Deadline”); provided provided, that the Effectiveness Deadline shall be extended to ninety one hundred and twenty (90120) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five one (51) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30a) days after the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement under covering the Securities Act to permit the public resale of all 130% of the Registrable Securities held by on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, if the Holders from time to time as permitted by Rule 415 under number of Registrable Securities shall equal or exceed 50% of the Securities Act issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (or any successor or similar provision adopted amendment thereto), then the initial Registration Statement shall register a number of shares which shall be 10,000 shares less than the number of shares which is 50% of the number of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to Section 3(c)(ii). In such event, the number of shares to be registered for each Holder shall be reduced pro-rata among all Holders. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Commission then in effectHolders) on substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its reasonable best efforts to cause such a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) calendar days following prior to the filing deadline applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date telephonically request effectiveness of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days as of such date, the 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of such a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. When effectiveThe Company shall, a Registration Statement filed pursuant to this subsection 2.1.1 by 9:30 a.m. New York City time on the Trading Day after the Effective Date (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 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 (defined in the case Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of any such notification of effectiveness or failure to file a final Prospectus contained in such Registration Statement, in the light of the circumstances as foresaid shall be deemed an Event under which such statement is madeSection 2(b).

Shelf Registration. 2.1.1 The Beginning 30 days prior to the first anniversary of the date hereof, any Holder may deliver to the Company shalla written notice requesting registration of such Holder’s Registrable Securities and the Company agrees, as soon as practicablesubject to the terms of this Agreement, but in any event within thirty (30) days after to the Closing Date, file a Registration Statement extent that the Company does not have an effective shelf registration statement under the Securities Act to permit the public resale of all which the Registrable Securities held by the Holders from time could be offered (an “Automatic Shelf”), to time file as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective promptly as soon as practicable reasonably practical after the filing thereoffirst anniversary of the date hereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act on Form S-3 or another appropriate form (or any successor or similar provision adopted a “Shelf Registration Statement”) for the registration of the issuance by the Commission then Company of Registrable Securities issuable upon the exchange of Units and of the resale of all of such Registrable Securities and the Registrable Securities of each other Holder. Each Holder agrees to provide in effect) at a timely manner information regarding any time beginning on proposed distribution by such Holder of the effective date Registrable Securities and such other information reasonably requested by the Company in connection with preparation of and for such inclusion in the Registration Statement. A Subject to the other terms hereof, the Company shall use commercially reasonable efforts to effect such a registration. The Company agrees to use commercially reasonable efforts to keep the Shelf Registration Statement filed or Automatic Shelf, as the case may be, with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which ninety percent (90%) of the number of Registrable Securities covered by the Registration Statement have been sold pursuant thereto and (ii) the date on which all Registrable Securities held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, are eligible for immediate sale pursuant to this subsection 2.1.1 shall provide Rule 144(b)(1) under the Securities Act and all Registrable Securities held by each Holder who is an affiliate of the Company, in the opinion of counsel for the resale Company, are eligible for sale pursuant to any method or combination of methods legally available to, Rule 144 under the Securities Act and requested by, could be sold in one transaction in accordance with the Holdersvolume limitations contained in Rule 144(e)(1)(i) under the Securities Act. The Company shall not be required to have more than one Registration Statement effective at any one time with respect to the Registrable Securities. To the extent that the Company has an effective Automatic Shelf, beginning on the first anniversary of the date hereof, the Company will, without any request or demand by any Holder, use its commercially reasonable best efforts to cause prepare and file a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for prospectus supplement covering the resale of all of the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. 2.1.1 The Following the Commencement of Commercial Operations and at the request of the Holders holding Registrable Securities having a Fair Market Value of not less than $25 million (collectively, the "Requesting Holders"), the Company shallshall notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to prepare and file with the Commission a Registration Statement for an offering to be made on a delayed or a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act covering all or a portion of the Registrable Securities, as soon as practicable, but in any event and shall thereafter prepare and file such Registration Statement (the "Shelf Registration"). Each Holder not a Requesting Holder shall notify the Company within thirty (30) days after the Closing Date, file of receipt of a Registration Statement under the Securities Act Shelf Notification if it intends to permit the public resale of all the include Registrable Securities held by the Holders from time it in such Shelf Registration; otherwise, such Holder shall have no right to time as permitted by Rule 415 under the include its Registrable Securities Act (in such Shelf Registration or in any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”)subsequent Shelf Registration; provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the a Holder not a Requesting Holder may subsequently request a Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2.2(a) if such Holder (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) upon request of the Company, it has agreed not to include its Registrable Securities in such Shelf Registration, or (b) by reason of contractual obligation or law, it cannot at the time of the Shelf Notification include its Registrable Securities in a Shelf Registration and (ii) in each subsequent request for a Shelf Registration, such Holder (collectively with other Holders not Requesting Holders making such request) must request registration of Registrable Securities with an aggregate Fair Market Value on the date of such request of not less than $25 million in Registrable Securities held by or issuable to such Holder(s). Each Shelf Registration shall be on a shelf registration statement on Form F-1 S-3 or another appropriate form (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify unless the Holders of the effectiveness Registrable Securities offered thereby reasonably request a specific form) permitting registration of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including Registrable Securities for resale by 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 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 (Holders in the case of any Prospectus contained in such Registration Statementmanner or manners reasonably designated by them (including, in the light of the circumstances under which such statement is madewithout limitation, one or more underwritten offerings).

Shelf Registration. 2.1.1 The At the request of an Investor, the Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, shall use its best efforts to promptly file a Registration Statement registration statement on Form S-3 or such other form under the Securities Act then available to permit the public Company providing for the resale of all the Registrable Securities held by the Holders pursuant to Rule 415 from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted time, and on a continuing basis, by the Commission then requesting Investor of such number of Registrable Securities requested by the Investor to be registered thereby (including the prospectus, amendments and supplements to the shelf registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in effect) on such shelf registration statement, the terms and conditions specified in this subsection 2.1.1 and “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by the Commission as soon promptly as practicable after following such filing; provided, however, that the Company will be permitted to postpone (upon written notice to the Investors) the filing thereofor the effectiveness of the Shelf Registration Statement (on one or more occasions), but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline aggregate number of days the Company shall be extended permitted to ninety so postpone, together with any and all days postponed in respect of a registration statement with respect to any and all Demands pursuant to Section 2.01(e), shall not exceed an aggregate of forty-five (9045) calendar days after in any period of twelve ((12) consecutive months), if the Board determines in good faith and in its reasonable judgment that the filing deadline if or effectiveness of the Shelf Registration Statement is reviewed bywould have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, and receives comments from, material acquisition or disposition of assets (other than in the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”ordinary course of business) or such any merger, consolidation, tender offer or other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holderstransaction. The Company shall use its reasonable best efforts to cause a maintain the effectiveness of the Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to until the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale first date as of which all the Registrable Securities held by included in the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Shelf Registration Statement filed have been sold. The Company shall maintain the effectiveness of the Initial Resale Registration Statement until the first date as of which all the shares of Common Stock included in the Initial Resale Registration Statement have been sold. The effectiveness of the Initial Resale Registration Statement shall not constitute a Demand Registration for purposes of this Agreement; provided, that any subsequent requests for a Shelf Registration Statement pursuant to this subsection 2.1.1Section 2.03 shall constitute a Demand hereunder. For the avoidance of doubt, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a the Initial Resale Registration Statement filed shall not satisfy, limit, delay or reduce, the Company’s obligations pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)Section 2.03.

Shelf Registration. 2.1.1 (a) Subject to Section 1.2 and except as otherwise contemplated in Section 2.12, at any time following the expiration of the Restricted Period when a Registration Statement registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), upon Investor’s written request and subject to Investor’s compliance with Section 2.10, Issuer will use its reasonable best efforts to register, under the Securities Act on Form S-3 (or, if Form S-3 is not then available to the Issuer, such other form that is so available) for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the offer and sale of all or a portion of the Registrable Securities. If the Issuer then meets or is deemed to meet the eligibility requirements to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act) (“ASRS”) set forth in General Instruction I.D. to Form S-3, the Issuer will cause the Shelf Registration to be an ASRS. The Company shall“Plan of Distribution” section of such Shelf Registration will 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 and sales not involving a public offering and any dispositions effected in connection with Hedging Transactions, Stock Lending Transactions or Permitted Pledges. With respect to each Shelf Registration requested in compliance with this Section 2.1, Issuer will, subject to any Suspension Period, (i) as soon promptly as practicablepracticable after Investor’s written request (and in the case of a Shelf Registration on Form S-3, but in any no event within thirty other than as a result of a Suspension Period, later than twenty (3020) days after Business Days following the Closing Datereceipt of such request, and in the case of a Shelf Registration on Form S-1, in no event other than as a result of a Suspension Period, later than forty (40) Business Days following the receipt of such request), file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act and (or any successor or similar provision adopted by the Commission then in effectii) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon promptly as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed bypracticable, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or remain effective until such other form of registration statement time as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such there are no Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date remaining for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, offer and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)sale thereunder.

Shelf Registration. 2.1.1 The Company shall, (a) As promptly as soon as practicable, but in any event within thirty (30) days possible after the Closing Date, file a Registration Statement under Conversion Date as defined in Section 3(b) of the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments fromNote, the Commission. The Registration Statement filed Company shall prepare and file with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A shelf” Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the light event Form S-3 is not available for the registration of the circumstances resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt 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 Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires the Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have her counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such statement portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) with the consent of the Investor’s counsel, not to be unreasonably withheld, agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name the Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is madeable, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Agreement (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be the Restriction Termination Date.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30a) days On or after the Closing Datedate on which the Company has filed its annual report for the year ending December 31, 2019 on Form 10-K (the “10-K”) with the SEC and, upon the written request of the Holder, the Company shall (i) prepare and file (A) with the SEC a Registration Statement under on Form S-3 or the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement appropriate form for an offering to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be made on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) delayed or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure rule thereto that such Registration Statement is available (including to use its reasonable best efforts to add covers all Registrable Securities held by Permitted Transferees) orthen outstanding (a “Shelf Registration”); provided, if not availablehowever, that another Registration Statement is availablethat, for prior to January 1, 2020, upon the resale written request of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to Holder (which request shall be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1received no later than November 1, but in any event within five (5) business days of such date2019), the Company shall notify prepare and file with the Holders of the effectiveness of such Registration Statement. When effective, SEC a Registration Statement filed on the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of Rule 415 under the Securities Act or any successor rule thereto that covers all Registrable Securities then outstanding; provided, further, that, on or after the date on which the 10-K is filed with the SEC, upon the written request of the Holder, the Company shall replace any such Registration Statement with a Shelf Registration and (B) with the Exchange Act Canadian Securities Regulators a preliminary and will not contain final Base Shelf Prospectus to facilitate a secondary offering in one or more of the Qualifying Provinces of all Registrable Securities then outstanding, (ii) amend an untrue existing registration statement so that it is usable for Shelf Registration and an offering on a delayed or continuous basis of Registrable Securities, or (iii) file a material fact or omit to state a material fact required prospectus supplement that shall be deemed to be stated therein a part of an existing registration statement in accordance with Rule 430B under the Securities Act that is usable for Shelf Registration and an offering on a delayed or necessary to make the statements therein not misleading continuous basis of Registrable Securities (in the case of any Prospectus contained in such as applicable, a “Shelf Registration Statement”). If permitted under the Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the light of the circumstances under which such statement is made)Securities Act.

Shelf Registration. 2.1.1 The If, at the time the Company shall, as soon as practicable, but in any event within thirty (30) days after registers the Closing Date, file a Registration Statement Registrable Securities under the Securities Act pursuant to permit this Section 2(a), the public resale sale or other disposition of all the such Registrable Securities held by the Holders from time Holder may be made pursuant to time as permitted by Rule 415 under the Securities Act a Registration Statement on Form S-3 (or any successor or similar provision adopted form that permits the incorporation by reference of future filings by the Commission Company under the Exchange Act), then in effect) on such Required Registration Statement, unless otherwise directed by the terms and conditions specified in this subsection 2.1.1 and Holder, shall use its reasonable best efforts to cause such be filed as a "shelf" Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or similar provision adopted more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Commission then Holder. Notwithstanding the requirements in effectthe first paragraph of Section 2(a)(i) at with respect to the period of effectiveness of any time beginning on the effective date for such Required Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause keep such "shelf" registration continuously effective as long as the delivery of a Registration Statement filed pursuant to this subsection 2.1.1 to remain effectiveProspectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and, and to be supplemented and amended to the extent necessary to ensure that in furtherance of such obligation, shall supplement or amend such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) orif, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held as and when required by the Holders until all such Registrable Securities have ceased rules, regulations and instructions applicable to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, form used by the Company shall notify the Holders of the effectiveness of for such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein registration or by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. On one occasion during each twelve months such shelf Registration Statement remains effective, upon the Exchange Act and will not contain an untrue statement Holder's receipt of a material fact or omit to state a material fact required to be stated therein or necessary to make notice of the statements therein not misleading (decision of the Board of Directors as specified in the case fifth paragraph of Section 2(a)(i) above, the Holder will refrain from making any Prospectus contained in such sales of Registrable Securities under the shelf Registration Statement, in the light Statement for a period of the circumstances under which such statement is made)up to 90 days.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event shall file within thirty forty-five (3045) days after the Closing Dateof Closing, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in thereafter and no event later than sixty the earlier of (60x) the 90th calendar days day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing deadline date and (y) the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety tenth (9010th) calendar days Business Day after the filing deadline if date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement is reviewed bywill not be “reviewed” or will not be subject to further review , and receives comments from, the Commission. The a Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on for a shelf registration statement under Rule 415 of the Securities Act on Form F-1 S-1 (a the “Form F-1 S-1 Shelf”) or such other form of or, if the Company is eligible to use a Registration Statement on Form S-3, a shelf registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to under Rule 415 under of the Securities Act on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statementcontinuous basis. A Registration Statement filed pursuant to this subsection 2.1.1 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holdersany Holder named therein. The Company shall use its commercially reasonable best efforts to cause maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit the Company to suspend the use of the Registration Statement filed pursuant to this subsection 2.1.1 to remain effectivein the circumstances, and subject to be supplemented the terms and amended conditions, set forth in those provisions. If, at any time the Company shall have qualified for the use of a Form S-3 Shelf or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Form S-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form S-1 Shelf into a Form S-3 Shelf. Notwithstanding anything to the contrary herein, to the extent necessary there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to ensure that make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Registration Statement is available Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf (a “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures of subsection 2.1, (including subsection 2.1.3 and subsection 2.1.4) but such Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) shall be made from the Shelf and shall count against the number of Demand Registrations that may be made pursuant to use its reasonable best efforts subsection 2.1.1; provided that, in the event that the Underwritten Offering is being made from a Form S-3 Shelf, (i) the period of time for the Company to add notify all other Holders of Registrable Securities held by Permitted Transfereesof the Company’s receipt of the applicable Demand Registration shall be reduced from ten (10) or, if not available, days (as set forth in subsection 2.1.1) to two (2) Business Days and (ii) the period of time that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all have to respond to such Registrable Securities have ceased to notice shall be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within reduced from five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant Business Days (as set forth in subsection 2.1.1) to this subsection 2.1.1 three (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 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 Registration Statement, in the light of the circumstances under which such statement is made3).

Shelf Registration. 2.1.1 The If the Preferred Stock shall have previously been converted into Registrable Securities, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall prepare and file (as soon expeditiously as practicable, but and in any event within thirty (30) days after of the Closing Date, file receipt of any other such request) with the Commission a “Shelf” Registration Statement under covering the Securities Act to permit the public resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities held on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Designated Holders may consent) and shall contain (except if otherwise directed by the Holders from time to time Designated Holders) the “Plan of Distribution” attached hereto as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and Annex A. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but and in no any event later within sixty (60) days of the Purchaser Request (or one hundred twenty (120) days in the event the SEC has determined to review the applicable Registration Statement) and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities are eligible for sale under paragraph (k) of Rule 144 without any volume, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2 (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement’s effectiveness, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) calendar days following in aggregate after receipt of the filing deadline (the “Effectiveness Deadline”)Purchaser Request; provided provided, however, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to Company may not utilize this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but right more than twice in any event within five twelve (512) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)month period.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in (a) At any event within thirty (30) days time after the Closing Dateclosing of the Merger, file the Beneficial Owners owning Registrable Securities then outstanding may unanimously request in writing that the Trust effect a Registration Statement shelf registration under the Securities Act to permit registering for resale by the public resale Beneficial Owners of all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission eligible for registration pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 S-3 (a “Form F-1 Shelf”) or such other any similar short-form of registration statement as that is then available a successor to effect Form S-3) or, in the Trust's sole discretion, any other appropriate form. The Trust shall use its commercially reasonable efforts to prepare and file a shelf registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 statement under the Securities Act within forty-five (or any successor or similar provision adopted 45) days of the receipt by the Commission then in effect) at any time beginning on Trust of such request from the Beneficial Owners. The Trust shall use commercially reasonable efforts to cause such shelf registration statement to be declared effective date for such Registration Statementas promptly as shall be reasonably practicable after it has been filed. A Registration Statement filed The Trust shall not be required to effect more than one shelf registration pursuant to this subsection 2.1.1 shall provide for the resale pursuant Section 2. Subject to any method or combination Sections 2(c), 2(e) and 3(e) of methods legally available to, and requested bythis Agreement, the Holders. The Company Trust shall use its commercially reasonable best efforts to cause keep such shelf registration statement effective until all securities included in such registration statement have ceased to constitute Registrable Securities and to undertake to file a Registration Statement filed second registration statement, which may include a combined prospectus (as permitted under Rule 429 of the Securities Act) covering the Registrable Securities included in the earlier registration statement together with any Shares issued or issuable by the Trust in connection with the contribution of any Reserved PREIT OP Units (as defined in the Merger Agreement) pursuant to the put and call provisions of the Crown Partnership Contribution Agreement (as defined in the Merger Agreement) that are issued after the date of the initial registration request pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)Section 2.

Shelf Registration. 2.1.1 The Company shallNew Section 2.6 shall be added to Article 2 of the Registration Rights Agreement, as soon as practicable, but in any event within thirty (30) days after follows: If the Closing Date, file Corporation files a Shelf Registration Statement on Form F-3 or Form F-10 for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request that their Registrable Securities be included in such Shelf Registration Statement, the Corporation agrees that, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, it will include in such Shelf Registration Statement such disclosures as may be required by Rule 430B promulgated under the Securities Act in order to ensure that such requesting Holders, as applicable, may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment. If the Corporation has filed a Shelf Registration Statement, the Corporation shall, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any post-effective amendments or prospectus supplements necessary to include therein all disclosure necessary to permit the public resale Holders to be added to such Shelf Registration Statement as selling shareholders thereunder. The Corporation will, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Corporation to permit Holders entitled thereunder to use the Shelf Registration Statement. The Corporation will use its commercially reasonable efforts to (i) remain a well-known seasoned issuer (a “WKSI”), as defined in Rule 405 under the Securities Act, and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) or (ii) meet the general eligibility requirements for use of Form F-10 under the Securities Act, and to comply with General Instruction II.L to Form F-10 under the Securities Act, in each case while any Registrable Securities remain unsold. The Corporation will use commercially reasonable efforts to meet the eligibility requirements to file a Canadian Shelf Prospectus. If the Corporation does not pay the filing fee covering the Registrable Securities held by at the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the a Shelf Registration Statement is reviewed by, and receives comments fromfiled, the CommissionCorporation shall pay such fee at such time or times as the Registrable Securities are to be sold. The Upon the expiration of the Automatic Shelf Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A other Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byAgreement, the Holders. The Company Corporation shall refile a new Automatic Shelf Registration Statement or Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Corporation is required to re-evaluate its WKSI status the Corporation determines that it is not a WKSI, use its commercially reasonable best efforts to cause a refile the Automatic Shelf Registration Statement or any other Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effectiveAgreement on Form F-3 or F-10, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) orand, if not available, that another Registration Statement neither of such forms is available, for the resale of all the on Form F-1, and keep such registration statement effective while any Registrable Securities held by remain unsold. Upon the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date expiration of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such dateCanadian Shelf Prospectus, the Company Corporation shall notify the Holders of the effectiveness of such Registration Statement. When effectiverefile a new Canadian Shelf Prospectus qualifying distributions by, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statementamong others, in the light of the circumstances under which such statement is made)selling securityholders.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event shall within thirty (30) 90 days after of the Closing Datedate of original issuance of the Notes, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by with the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and thereafter shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Act on or prior to 180 days (plus any additional days allowed as soon as practicable a result of a Supplemental Delay Period) after the filing thereofdate of original issuance of the Notes, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the a Shelf Registration Statement is reviewed by, relating to the offer and receives comments from, sale of the Commission. The Registration Statement filed Transfer Restricted Securities by the Holders from time to time in accordance with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or methods of distribution elected by such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, Holders and shall contain a Prospectus set forth in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a keep the Shelf Registration Statement filed continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date of original issuance of the Notes or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to this subsection 2.1.1 the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to remain effectivethe Company, and all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be supplemented and amended outstanding any Transfer Restricted Securities (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to the extent necessary to ensure that such Registration Statement is available (including to use have used its reasonable best efforts to add Registrable keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities held covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by Permitted Transfereesapplicable law, (ii) orsuch action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(h) hereof, if not available, that another Registration Statement applicable or (iii) such action is available, for the resale taken because of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 Exchange Act and will not contain an untrue statement of a material fact or omit circumstance giving rise 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 Registration Statement, in the light of the circumstances under which such statement is made)Supplemental Delay Period.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms Issuer shall prepare and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities before 120 days from the Closing Date pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted a Registration Statement on the appropriate form relating to resales of Transfer Restricted Securities by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersHolders thereof. The Company shall use its reasonable best efforts to cause a the Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to declared effective by the Commission on or before 150 days after the Closing Date. To the extent necessary to ensure that such the Registration Statement is available (including for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Issuer shall use its reasonable best efforts to add Registrable Securities held keep any Registration Statement required by Permitted Transfereesthis Section 3(a) orcontinuously effective, supplemented, amended and current as required by and subject to the provisions of Section 4(a) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if not availableall of the Warrants expire unexercised, the expiration of the Warrants; provided that such obligation shall expire before such date if the Issuer delivers to the Warrant Agent a written opinion of counsel to the Issuer (which opinion of counsel shall be satisfactory to the Issuer) that all Holders (other than Affiliates of the Issuer) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, timing or volume of any such sale and instruct the Warrant Agent to remove the Private Placement Legend from all Warrants and Warrant shares; and provided, further, that another notwithstanding the foregoing, any Affiliate of the Issuer may, with notice to the Issuer, require the Issuer to keep the Registration Statement is availablecontinuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, for the resale including as a result of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days market-making activities or other trading activities of such dateAffiliate. Notwithstanding the foregoing, the Company Issuer shall notify not be required to amend or supplement the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") will comply not to exceed, for so long as to form this Agreement is in all material respects with all applicable requirements effect, an aggregate of 60 days in any calendar year, in the Securities Act event that (i) an event occurs and is continuing as a result of which the Exchange Act and will not Registration Statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statementtherein, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Issuer determines in its good faith judgment that the disclosure of such statement event at such time would have a material adverse effect on the business, operations or prospects of the Issuer or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided that such Black Out Period shall be extended for any period, not to exceed an aggregate of 30 days in any calendar year, during which the Commission is made)reviewing any proposed amendment or supplement to the Registration Statement, any related prospectus or any document incorporated therein by reference which has been filed by the Issuer; and provided, further, that no Black Out Period may be in effect during the three months prior to the Expiration Date.

Shelf Registration. 2.1.1 The (a) If at any time the Company shall receive a Purchaser Request under this Section 2 that the Company file a shelf registration statement under the Securities Act, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and, subject to Section 4 below, shall prepare and file (as soon expeditiously as practicable, but and in any event within thirty (3060 days of the receipt of the Purchaser Request) days after with the Closing DateCommission a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that the Company shall have no obligation to file a Registration Statement under pursuant to this Section 2 for less than the Securities Act to permit the public resale total amount of all the Registrable Securities then held by the Holders from time if (based on the current market prices) the remaining Registrable Securities owned by all Holders would not yield gross proceeds of at least $15,000,000. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to time register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as permitted by Rule 415 under the Securities Act Holders may consent) and shall contain (or any successor or similar provision adopted except if otherwise directed by the Commission then in effectHolders) on the terms and conditions specified in this subsection 2.1.1 and “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable after the filing thereof, but and in no any event later than sixty (60) calendar within 90 days following of the filing deadline thereof (or 120 days if the “Effectiveness Deadline”); provided that Commission has determined to review the Effectiveness Deadline applicable Registration Statement) or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Purchaser Request, Company shall be extended to ninety (90) calendar days after the filing deadline if cause the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant an Automatic Shelf Registration Statement and, subject to any method or combination of methods legally available toSection 4 below, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that keep such Registration Statement is available continuously effective under the Securities Act until the earliest of (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transfereesi) or, if not available, that another Registration Statement is available, for the resale fifth anniversary of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in (ii) when all Registrable Securities covered by such Registration Statement have been sold and (iii) the light date as of which each Holder is permitted to sell its Registrable Securities pursuant to Rule 144 without volume limitations or any other restrictions (the circumstances under which such statement is made“Effectiveness Period”).

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement Form S-3 or, if Form S-3 is not then available to the Company, on Form F-1 (a “Form F-1 Shelf”) S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five one (51) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. 2.1.1 The Company shall, as As soon as practicablepracticable following receipt of a written request from the Holders of a majority of the Registrable Securities, but in any event within thirty (30) days after the Closing Date, Partnership shall prepare and file a Registration Statement an initial registration statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders then outstanding from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) of the Securities Act (a “Registration Statement”); provided, however, that if the Partnership is then eligible, it shall file such initial registration statement on Form S-3. If the terms and conditions specified in this subsection 2.1.1 and Partnership is not a WKSI, the Partnership shall use its commercially reasonable best efforts to cause such initial Registration Statement to become effective no later than 180 days after the date of filing of such Registration Statement (the “Filing Date”). The Partnership will use its commercially reasonable efforts to cause such initial Registration Statement filed pursuant to this Section 2.l(a) to be declared continuously effective under the Securities Act until the earliest to occur of the following: (i) all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) two years from the Effective Date of such Registration Statement (in each case of clause (i), (ii) or (iii), the “Effectiveness Period”). In addition, as soon as practicable after following receipt of written notice from the Holders of a majority of the Registrable Securities requesting the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the of an additional Registration Statement is reviewed by, and receives comments from, (which notice may not be given any earlier than 60 days prior to the Commission. The second anniversary of the Effective Date of the initial or any additional Registration Statement filed with the Commission pursuant to this subsection 2.1.1 Section 2.1(a)), the Partnership shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or use its commercially reasonable efforts to prepare and file each such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 additional Registration Statement under the Securities Act covering the Registrable Securities; provided, however, that (or x) the Partnership shall have no obligation to prepare and file more than four Registration Statements (excluding any successor or similar provision adopted Registration Statement under which any Selling Holders are prohibited from selling their Registrable Securities as a result of a suspension in excess of the periods permitted by Section 2.1(d)(1)) during the Commission then in effect) at any time period beginning on the date hereof and ending on the seventh anniversary of the date hereof and (y) the Partnership shall have no obligation to prepare and file any Registration Statements from and after the seventh anniversary of the date hereof. The Partnership shall use its commercially reasonable efforts to cause any such additional Registration Statement to become effective date no later than 180 days after the Filing Date. The Partnership will use its commercially reasonable efforts to cause any such additional Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act for such Registration Statementthe applicable Effectiveness Period. A Registration Statement filed pursuant to this subsection 2.1.1 Section 2.l(a) shall provide for be on such appropriate registration form of the resale pursuant to any method or combination of methods legally available to, and requested by, Commission as shall be selected by the HoldersPartnership. The Company shall use its reasonable best efforts to cause a A Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the when declared effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 (and, in the case of any Prospectus prospectus contained in such Registration Statement, in the light of the circumstances under which such a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of a Registration Statement.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after If at the Closing Date, file a Registration Statement time the Issuer registers Registrable Securities under the Securities Act pursuant to permit this Section 2, the public resale sale or other disposition of all the such Registrable Securities held by the Holders from time may be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act a registration statement on Form S-3 (or any successor or similar provision adopted form that permits the incorporation by reference of future filings by the Commission Issuer under the Exchange Act), or if Form S-3 is not available for use by the Issuer, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Issuer under the Exchange Act), then in effect) on such registration statement, unless otherwise directed by the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereofRequestor, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on as a shelf “shelf” registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or similar provision adopted more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Commission then Requestor and set forth in effectthe plan of distribution included in the registration statement. Except as provided in Section 6(b) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byhereof, the Holders. The Company Issuer shall use its commercially reasonable best efforts to cause keep such “shelf” registration continuously effective as long as the delivery of a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to prospectus is required under the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for Act in connection with the resale disposition of all the Registrable Securities held registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Issuer for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the chief executive officer or chief financial officer of the Issuer stating that, in the judgment of the Issuer, it is advisable to suspend use of a prospectus included in a registration statement due to pending or contemplated material developments or other events that have not yet been publicly disclosed and as to which the Issuer believes public disclosure would be detrimental to the Issuer, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 60 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Issuer more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Issuer of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)). Each Holder agrees that, upon receipt of such notice from the Issuer, such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the shelf registration statement until the earlier of (X) the expiration of the period indicated in the certificate, if any, and (Y) the Holders’ receipt of a notice from the Issuer to the effect that such suspension has terminated; and shall treat such notice and any non-public information received in connection therewith in the strictest confidence and shall not disseminate such information. If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in the Holders’ possession, of the most recent resale prospectus covering such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following at the effective date time of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days receipt of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)suspension notice.

Shelf Registration. 2.1.1 The Company shallAt any time and from time to time commencing on the earlier to occur of (i) the second Business Day following the record date for the Special Distribution or (ii) the eleventh Business Day following the Termination Date, as soon as practicablepracticable following the Partnership’s receipt of written notice from either Vitol or Charlesbank requesting the filing of a Shelf Registration Statement, but in any event within thirty (30) days after the Closing Date, Partnership shall prepare and file a Shelf Registration Statement under the Securities Act to permit the public resale of all the covering Registrable Securities held by then outstanding; provided, however, that the Holders from right of Vitol or Charlesbank to request such filing shall expire at any time that such Person and its Affiliates owns less than 10% of the aggregate Conversion Common Units issued to time as permitted by Rule 415 under such Person and its Affiliates. If the Securities Act (or any successor or similar provision adopted by Shelf Registration Statement is not automatically effective upon filing, the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and Partnership shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared become effective as soon as practicable after the filing thereofreasonably practicable, but in no any event not later than sixty (60) calendar 180 days following after the date of the filing deadline of such Shelf Registration Statement (the “Effectiveness DeadlineFiling Date”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Shelf Registration Statement filed pursuant to this subsection 2.1.1 Section 2.01(a) shall provide for be on such appropriate registration form of the resale pursuant Commission as shall be selected by the Partnership; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from a Shelf Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to any method or combination be used in such prospectus supplement is of methods legally available to, and requested bymaterial importance to the success of the Underwritten Offering of such Registrable Securities, the HoldersPartnership shall use its reasonable best efforts to include such information in the prospectus supplement. The Company shall Partnership will use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and Section 2.01(a) to be supplemented and amended to continuously effective under the extent necessary to ensure that Securities Act from the Effective Date until the earliest date on which any of the following occurs: (i) all Registrable Securities covered by such Shelf Registration Statement is available have been distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (including to use its reasonable best efforts to add ii) there are no longer any Registrable Securities held by Permitted Transfereesoutstanding and (iii) or, if not available, that another two years from the Effective Date of such Shelf Registration Statement is available, for (the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities“Effectiveness Period”). As soon as practicable following the effective date of The Partnership covenants that a Shelf Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 when it becomes or is declared 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 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 (and, in the case of any Prospectus prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which such a statement is made). As soon as practicable following the Effective Date of a Shelf Registration Statement, but in any event within three (3) Business Days of such date, the Partnership will notify the Selling Holders of the effectiveness of such Shelf Registration Statement.

Shelf Registration. 2.1.1 The Company shall, as (a) As soon as practicable, possible but in any event within thirty (30) days after no later than the Closing Filing Date, the Company shall use best efforts to prepare and file with the Commission a Registration Statement under covering the Securities Act to permit the public resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (such initial Registration Statement, together with any additional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities held by on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith), and shall contain the Holders from time to time Plan of Distribution attached hereto as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and Annex A. The Company shall use its reasonable best efforts to cause such the Mandatory Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereofpossible but, but in any event, no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable SecuritiesDate, and shall contain a Prospectus in use its best efforts to keep the Mandatory Shelf Registration Statement continuously effective under the Securities Act until such form time as to permit any Holder to sell such all of the Registrable Securities covered by such Registration Statement have either been publicly sold by the Holders or may be sold by the Holders without restriction pursuant to Rule 415 144 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement“Effectiveness Period”). A The Mandatory Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available to(including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the Internet) by the Holders of any and requested by, the Holdersall Registrable Securities. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all If the Registrable Securities held shall be resold by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such datean Underwritten Offering, the Company may include in an such registration other securities for sale for its own account; provided that if the underwriters for the offering shall notify determine that marketing factors require a limitation in the number of shares to be included in such offering, then the securities to be sold by the Holders shall be included in such registration before any securities proposed to be sold for the account of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)Company.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within Within thirty (30) days after the Closing Dateexpiration of the 180 day period commencing as of the Effective Time (but in no event prior to December 7, 2000), HCC shall prepare and file with the SEC a "Shelf" registration statement (such registration statement including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, a "Registration Statement") covering all of the shares of HCC common stock into which VCI's shares of common stock are converted as a result of the Merger (including any shares of HCC capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to such shares of HCC common stock, the "Merger Shares") for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if HCC is not then eligible to register for resale the Merger Shares on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith as the Holders, by vote of the Holders of a majority of the Merger Shares, may consent). HCC shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act to permit as promptly as possible after the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 filing thereof, and shall use its reasonable best efforts to cause keep such Registration Statement to be declared continuously effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act until the date which is two (or any successor or similar provision adopted by 2) years after the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held declared effective by Permitted Transferees) or, if not available, that another the SEC or such earlier date when all Merger Shares covered by such Registration Statement is available, for the resale of all the Registrable Securities held have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to HCC pursuant to a written opinion letter to such effect (the "Effectiveness Period"). Anything to the contrary contained herein notwithstanding, HCC shall not voluntarily take any action that would result in the Holders until all not being able to sell the Merger Shares during the Effectiveness Period, unless such Registrable Securities have ceased action is required under applicable law, as evidenced by an opinion of counsel to be Registrable Securities. As soon HCC or such other evidence as practicable following the Holders may deem acceptable, or HCC has, upon written advice of counsel, filed a post-effective date of a amendment to the Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 Exchange Act and will SEC has 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 Registration Statement, in the light of the circumstances under which such statement is made)declared it effective.

Shelf Registration. 2.1.1 The In the event that (i) on or prior to the time the Exchange Offer is Consummated, the Company shallor the Guarantor determines that existing SEC interpretations are changed such that the Exchange Securities received by Holders in the Exchange Offer are not or would not be, as soon as practicableupon receipt, but in any event transferable by each such Holder without restriction under the Securities Act, (ii) the Exchange Offer has not been Consummated within thirty (30) 210 days after following the Closing Date, file (iii) the Exchange Offer has been Consummated and in the opinion of counsel for the Initial Purchasers a Registration Statement under must be filed and a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities Act (other than Registrable Securities held by Holders described in Section 7), or (iv) any applicable law or interpretations do not permit any Holder to permit Participate in the public resale Exchange Offer, the Company and the Guarantor shall, in lieu of (or, in the case of clause (iii) of this sentence, in addition to) conducting the Exchange Offer contemplated by Section 2(a), file as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company and the Guarantor, as the case may be, but no later than 45 days after the time such obligation to file arises, a Shelf Registration Statement providing for the sale of all the Registrable Securities held by the Holders from time thereof and use their best efforts to time as permitted have such Shelf Registration Statement declared effective by Rule 415 the SEC under the Securities Act (no later than 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) under the Securities Act with respect to the Registrable Securities or any successor such shorter period that will terminate when all the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement. The Company and the Guarantor further agree to supplement or similar provision adopted amend the Shelf Registration Statement and the related Prospectus if required by the Commission then rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in effect) on the terms Shelf Registration Statement, and conditions specified in this subsection 2.1.1 and shall to use its reasonable their best efforts to cause any such Registration Statement amendment to be declared effective as soon as practicable after by the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 SEC under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for and such Registration Statement. A Shelf Registration Statement filed pursuant and Prospectus to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holdersbecome usable as soon as thereafter practicable. The Company shall use its reasonable best efforts and the Guarantor agree to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended furnish to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 copies of any Prospectus contained in such Registration Statement, in supplement or amendment promptly after its being used or filed with the light of the circumstances under which such statement is made)SEC.

Shelf Registration. 2.1.1 (a) As promptly as possible, and in any event on or prior to the Filing Date, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3, unless Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, in which case the Company shall, shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as practicablesuch form is available, but provided that the Company shall maintain the effectiveness of the Registration Statements then in any event within thirty (30) days after the Closing Date, file effect until such time as a Registration Statement under the Securities Act to permit the public resale of all on Form S-3 covering the Registrable Securities held has been declared effective by the Holders from Commission. If at any time the staff of the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to time as permitted by be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Investor to be named as an “underwriter” (or any successor or similar provision adopted by an “SEC Objection”), the Commission then in effect) on Company shall promptly notify the terms Investor of such SEC Objection and conditions specified in this subsection 2.1.1 and if the Investor shall request, the Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after persuade the filing thereof, but in no event later than sixty (60) calendar days following staff of the filing deadline (the “Effectiveness Deadline”); provided Commission that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if offering contemplated by the Registration Statement is reviewed by, a valid secondary offering and receives comments from, not an offering “by or on behalf of the Commission. The Registration Statement filed with issuer” as defined in Rule 415 and that the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 Investor is not an “underwriter” (a “Form F-1 ShelfRule 415 Response Effort”). The Investor shall have the right to participate or have its counsel participate in any meetings or discussions with the staff of the Commission regarding such position and to comment or have its counsel comment on any written submission made to the staff of the Commission with respect thereto, and to have such comments relayed to the staff of the Commission with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the staff of the Commission to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.1(a), the staff of the Commission has not altered its position and the Investor provides notice to the Company to cease any further Rule 415 Response Efforts (the “Investor Rule 415 Determination”), the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) or and/or (ii) agree to such other form of restrictions and limitations on the registration statement as is then available to effect a registration for and resale of such the Registrable SecuritiesSecurities as the staff of the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, covering such Registrable Securitieshowever, and that the Company shall contain a Prospectus not agree to name any Investor as an “underwriter” in such form as Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). Notwithstanding any other provision of this Agreement to permit any Holder to sell such Registrable Securities the contrary, no liquidated damages shall accrue pursuant to Rule 415 under Section 4.1(d) (i) during the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time period beginning on the effective date for of an SEC Objection and ending on the date that either the Company receives written notification from the Commission that the Company’s Rule 415 Response Effort has been successful or the Investor provides the Company with an Investor Rule 415 Determination or (ii) on or as to any Cut Back Shares until such Registration Statement. A time as the Company is able, using commercially reasonable efforts, to effect the filing of an additional Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended with respect to the extent necessary to ensure that such Registration Statement is available Cut Back Shares in accordance with any SEC Restrictions (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify “Restriction Termination Date”). From and after the Holders Restriction Termination Date, all of the effectiveness provisions of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 Article 4 (including the documents incorporated therein by referenceliquidated damages provisions) will comply as shall again be applicable to form in all material respects with all applicable requirements of the Securities Act and Cut Back Shares; provided, however, that for such purposes, references to the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required Filing Date shall be deemed to be stated therein or necessary to make the statements therein not misleading (in date that is 30 days after the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made)Restriction Termination Date.

Shelf Registration. 2.1.1 The Company shall, as As soon as practicable, practicable following the date of this Agreement and upon written notice by the Stockholder of a request to register the Registrable Securities (but in any no event within thirty (30) longer than 30 days after the Closing Datedate of this Agreement), the Company shall prepare and file a Registration Statement registration statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders then outstanding from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) of the Securities Act (a “Registration Statement”); provided, however, that if the Company is then eligible, it shall file such initial registration statement on Form S-3. If the terms and conditions specified in this subsection 2.1.1 and Company is not a WKSI, the Company shall use its commercially reasonable best efforts to cause such initial Registration Statement to become effective no later than 180 days after the date of filing of such Registration Statement (the “Filing Date”). The Company will use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall Section 2.l(a) to be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 continuously effective under the Securities Act until the earliest to occur of the following: (or any successor or similar provision adopted i) all Registrable Securities covered by the Commission then Registration Statement have been distributed in effect) at any time beginning on the effective date for manner set forth and as contemplated in such Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) one year from the Effective Date of such Registration Statement (in each case of clause (i), (ii) or (iii), the “Effectiveness Period”). A Registration Statement filed pursuant to this subsection 2.1.1 Section 2.l(a) shall provide for be on such appropriate registration form of the resale pursuant to any method or combination of methods legally available to, and requested by, Commission as shall be selected by the HoldersCompany. The Company shall use its reasonable best efforts to cause a A Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the when declared effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 in order to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statementmade, in the light of the circumstances under which they were made, not misleading. As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such statement is made)date, the Company shall provide the Holders with written notice of the effectiveness of a Registration Statement.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30a) days after the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of 100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415, provided that if 100% of the Registrable Securities not previously registered hereunder shall equal or exceed 49% of the issued and outstanding shares of Common Stock on the actual filing date of a Registration Statement under (such amount, the “Registration Cap”), such Registration Statement shall register a number of shares of Common Stock which is equal to the Registration Cap, and the remaining unregistered Registrable Securities Act shall be subject to permit Section 3(c) until all Registrable Securities are registered; provided, however, that, as a reasonable response to comments on Rule 415 from the public resale Commission and upon 10 days’ prior written notice to each Holder, the Company may reduce the Registration Cap to any percentage of all the issued and outstanding shares of Common Stock between 33.0% and 48.9%; provided, further, that, upon the written request of Holders of at least 50.1% in interest of the then unregistered Registrable Securities, the Company shall use best efforts to register an amount of Registrable Securities in excess of the then Registration Cap in any Registration Statement, as indicated in such request. In the event that less than 100% of the Registrable Securities held are included on a Registration Statement, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders from time Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its good faith commercially reasonable best efforts to cause such a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) calendar days following prior to the filing deadline applicable Effectiveness Date, and shall use its good faith commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date telephonically request effectiveness of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five as of 5:00 p.m. (5New York City time) business days of such date, the on a Trading Day. The Company shall immediately notify the Holders via facsimile or electronic mail of the effectiveness of such a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. When effectiveThe Company shall, a Registration Statement filed pursuant to this subsection 2.1.1 by 9:30 a.m. (including New York City time) on the documents incorporated therein by reference) will comply Trading Day after the Effective Date (as 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 (defined in the case Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of any such notification or effectiveness or failure to file a final Prospectus contained in such Registration Statement, in the light of the circumstances as aforesaid shall be deemed an Event under which such statement is madeSection 2(b).

Shelf Registration. 2.1.1 The In the event that (i) the Company shallis not permitted to effect the Exchange Offer because of any change in law or in currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or (iii) (1) any Initial Purchaser is not permitted, in the reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, (2) such Initial Purchaser requests registration of Registrable Securities held by such Initial Purchaser and (3) such Initial Purchaser's request is made no later than the later of (A) the date of filing of the Exchange Offer Registration Statement and (B) 120 days following the Issue Date (any of the events specified in (i) - (iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company shall promptly deliver to the Holders and the Trustee written notice thereof and, at its cost, file as soon promptly as practicablepracticable after such Shelf Registration Event Date, but and, in any event event, within thirty 45 days after such Shelf Registration Event Date (30) which shall be no earlier than 90 days after the Closing Date, file ) a Shelf Registration Statement under providing for the Securities Act to permit sale by the public resale holders of all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 Securities, and shall use its reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as practicable after practicable; provided, however that if the filing thereofShelf Registration Event is pursuant to clause (iii), but in no event later than sixty (60) calendar days following the filing deadline (Company may register such Registrable Securities together with the “Effectiveness Deadline”Exchange Offer Registration Statement, filed pursuant to Section 2(a); provided that , and the Effectiveness Deadline requirements as to timing applicable thereto. No Holder of Registrable Securities shall be extended entitled to ninety (90) calendar days after the filing deadline if the include any of its Registrable Securities in any Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall Agreement unless and until such Holder agrees in writing to be on bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or request therefor, such other form of registration statement information as is then available the Company may, after conferring with counsel with regard to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus information relating to Holders that would be required by the SEC to be included in such form Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to permit which any Shelf Registration is being effected agrees promptly to furnish to the Company all information with respect to such Holder necessary to sell make the information previously furnished to the Company by such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersHolder not materially misleading. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including agrees to use its reasonable best efforts to add keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities held by Permitted Transferees) or(the "Effectiveness Period"). The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company will, if not available, that another in the event a Shelf Registration Statement is availabledeclared effective, for provide to each Holder a reasonable number of copies of the resale Prospectus which is a part of all the Registrable Securities held Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the Holders until all rules, regulations or instructions applicable to the registration form used by the Company for such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Shelf Registration Statement filed pursuant to this subsection 2.1.1or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, but in any event within five (5) business days of such date, and the Company shall notify agrees to furnish to the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Registrable 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 copies of any Prospectus contained in such Registration Statement, in supplement or amendment promptly after its being used or filed with the light of the circumstances under which such statement is made)SEC.

Shelf Registration. 2.1.1 The If at the time the Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement registers Registrable Securities under the Securities Act pursuant to permit this Section 2, the public resale sale or other disposition of all the such Registrable Securities held by the Holders from time may be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act a registration statement on Form S-3 (or any successor or similar provision adopted form that permits the incorporation by reference of future filings by the Commission Company under the Exchange Act), then in effect) on such registration statement, unless otherwise directed by the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereofRequestor, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on as a shelf “shelf” registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or similar provision adopted more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Commission then Requestor. Except as provided in effectSection 5(b) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byhereof, the Holders. The Company shall use its reasonable best diligent efforts to cause keep such “shelf” registration continuously effective as long as the delivery of a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to prospectus is required under the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for Act in connection with the resale disposition of all the Registrable Securities held registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the Holders until all such Registrable Securities have ceased rules, regulations and instructions applicable to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, form used by the Company shall notify the Holders of the effectiveness of for such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein registration or by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act or by any other rules and the Exchange Act and will not contain an untrue statement regulations thereunder applicable to shelf registrations. Upon their receipt of a material fact or omit to state a material fact required to be stated therein or necessary to make certificate signed by the statements therein not misleading (in chief executive officer of the case of any Prospectus contained in such Registration StatementCompany stating that, in the light judgment of the circumstances Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under which such the shelf registration statement is madefor a period of up to 45 Business Days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than once in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)).

Shelf Registration. 2.1.1 The No later than the Lockup Termination Date of the earlier to occur of (i) an IPO of the Company, or (ii) a Demand Offering (and in the case of a Demand Offering, if no Company shalllock-up exists, as soon as practicablethen ninety (90) calendar days following the Effective Date of such Demand Offering) (such date, but in any event within thirty (30) days after the Closing Date“Filing Deadline”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of all outstanding Registrable Securities not already covered by an effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to SEC Rule 415 or, if SEC Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of the Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form F-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on Form F-1 or such other form available to register for resale the Registrable Securities as a secondary offering), subject to the provisions of Subsection 2.1(e), and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the Holders and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Investment Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities represented by shares of Common Stock (applied, in the case that some shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of shares of Common Stock held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). The Company shall cause each Registration Statement required to be filed by the Filing Deadline and to be declared effective by the Commission no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 Act), and shall use its reasonable best efforts to cause such keep each Registration Statement to be declared continuously effective under the Securities Act for so long as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline Registrable Securities remain outstanding (the “Effectiveness DeadlinePeriod”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date telephonically request effectiveness of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days as of such date, the 5:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which date of confirmation shall initially be the date requested for effectiveness of such Registration Statement. When effectiveThe Company shall, by 9:30 A.M. New York City time on the first Trading Day after the Effective Date, file a Registration Statement filed pursuant final Prospectus with the Commission, as required by Rule 424(b). Failure to this subsection 2.1.1 (including so notify the documents incorporated therein by reference) will comply Holders on or before the second Trading Day after such notification or effectiveness or failure to file a final Prospectus as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain aforesaid shall be deemed 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 Registration Statement, in the light of the circumstances Event under which such statement is madeSubsection 2.1(c).

Shelf Registration. 2.1.1 The Company shall(a) Subject to any objection as contemplated by Section 3(a) hereof, as soon as practicable, but in any event within thirty (30) days after the Closing on or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement under covering the Securities Act to permit the public resale of Registrable Securities in an amount equal to all of the outstanding Registrable Securities, or if less than all, such maximum number of the Registrable Securities held as may be registered by the Holders from time Company on a Registration Statement on Form S-3 (“Form S-3”) pursuant to time the instructions for Form S-3 and as permitted provided by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) SEC Guidance on the Filing Date, which Registrable Securities are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain a plan of distribution in a form reasonably acceptable to the Holders. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its commercially reasonable best efforts to cause such a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) calendar days following prior to the filing deadline applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided . The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Effectiveness Deadline Company telephonically confirms effectiveness with the Commission, which shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form date requested for effectiveness of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A The Company shall, by 9:30 a.m. New York City time on the second Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested bySection 2, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and number of Registrable Securities to be supplemented and amended to the extent necessary to ensure that registered on such Registration Statement is available (including to use its reasonable best efforts to add will be reduced on a pro rata basis based on the total number of Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities then held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)Holders.

Shelf Registration. 2.1.1 The Company shall, as (a) As soon as practicable, practicable but in any event within no later than thirty (30) days Business Days after the Closing Date (the “Filing Date”), Pubco shall prepare and file with (or confidentially submit to) the SEC a Registration Statement shelf registration statement under Rule 415 of the Securities Act to permit (such registration statement, a “Shelf Registration Statement”) covering the public resale of all the Registrable Securities held by the Holders from time (determined as of two Business Days prior to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effectsuch filing) on the terms and conditions specified in this subsection 2.1.1 a delayed or continuous basis and shall use its commercially reasonable best efforts to cause have such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in thereof and no event later than sixty the earlier of (60x) calendar days the 60th Business Day (or 90th Business Day if the SEC notifies the Pubco that it will “review” the Registration Statement) following the filing deadline date hereof and (y) the 10th Business Day after the date the Pubco is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness DeadlineDate”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the . Such Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Investor named therein. Pubco shall maintain the Holders. The Company shall use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to this subsection 2.1.1 to remain keep a Shelf Registration Statement continuously effective, and available for use to be supplemented and amended permit all Investors named therein to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add sell their Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for included therein and in compliance with the resale provisions of all the Registrable Securities held by the Holders Act until all such Registrable Securities have ceased to be time as there are no longer any Registrable Securities. As soon as practicable following If at any time Pubco shall have qualified for the effective date use of a Registration Statement on Form S-3, Form F-3 or any other form that permits incorporation of substantial information by reference to other documents filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of by Pubco with the SEC and at such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a time Pubco has an outstanding Shelf Registration Statement filed pursuant on Form S-1, then Pubco shall use its commercially reasonably efforts to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply convert such outstanding Shelf Registration Statement on Form S-1 or F-1 into a Shelf Registration Statement on Form S-3 or Form F-3, as 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 Registration Statement, in the light of the circumstances under which such statement is made)applicable.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after 2.1 On or prior to the Closing Filing Date, the Company shall prepare and use reasonable best efforts to file a with the SEC the Registration Statement under covering the Securities Act to permit the public resale of all of the Registrable Securities held by the Holders from time that are not then registered on an effective Registration Statement for an offering to time as permitted by be made on a continuous basis pursuant to Rule 415 under the Securities 1933 Act (“Rule 415”). Subject to SEC comments, such Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Exhibit B, with such changes as the Company shall reasonably propose, subject to the consent of each Holder, which consent shall not be unreasonably withheld, conditioned or any successor delayed; provided, however, that no Holder shall be required to be named as an “underwriter” within the meaning of the 1933 Act without such Holder’s express prior written consent, except that a Holder may be named as a “statutory underwriter” if such Holder is, or similar provision adopted by is affiliated with, a broker-dealer and states such fact in its Selling Stockholder Questionnaire (as defined below) or if the Commission then in effect) on staff of the SEC requires such Holder to be so named. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its commercially reasonable best efforts to cause such the Registration Statement filed under this Agreement to be declared effective under the 1933 Act as soon promptly as reasonably practicable after the filing thereof, but in any event no event later than sixty the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the 1933 Act between the Effectiveness Date and the date that all Registrable Securities covered by such Registration Statement (60i) calendar days following have been sold thereunder or pursuant to Rule 144 or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the filing deadline requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders via e-mail of the effectiveness of such Registration Statement. When effective, a the Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements within two calendar days of the Securities Act and Company’s telephonic confirmation of effectiveness with 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 Registration Statement, in the light of the circumstances under which such statement is made)SEC.

Shelf Registration. 2.1.1 The If at the time the Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement registers Registrable Securities under the Securities Act pursuant to permit this Section 2, the public resale sale or other disposition of all the such Registrable Securities held by the Holders from time may be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act a registration statement on Form S-3 (or any successor or similar provision adopted form that permits the incorporation by reference of future filings by the Commission Company under the Exchange Act), or if Form S-3 is not available for use by the Company, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), then in effect) on such registration statement, unless otherwise directed by the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereofRequestor, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on as a shelf “shelf” registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or similar provision adopted more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Commission then Requestor. Except as provided in effectSection 5(b) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such datehereof, the Company shall notify use all commercially reasonable efforts to keep such “shelf” registration continuously effective as long as the Holders delivery of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the Exchange rules, regulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and will not contain an untrue statement regulations thereunder applicable to shelf registrations. Upon their receipt of a material fact or omit to state a material fact required to be stated therein or necessary to make certificate signed by the statements therein not misleading (in chief executive officer of the case of any Prospectus contained in such Registration StatementCompany stating that, in the light judgment of the circumstances Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under which such the shelf registration statement is madefor a period of up to 45 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)).

Shelf Registration. 2.1.1 The Company shall(a) As promptly as possible, as soon as practicable, but and in any event within thirty (30) days after on or prior to the Closing Filing Date, the Company shall prepare and file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A shelf” Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason (including, without limitation, the Commission’s interpretation of Rule 415) the Commission does not permit all of the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 included in such Registration Statement, then the Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be on a Form S-3; in the light event Form S-3 is not available for the registration of the circumstances resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt 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 Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter”, the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(e), the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such statement portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) with the consent of the Investor’s counsel, not to be unreasonably withheld, agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). The Cut Back Shares shall be allocated among the Investors on a pro rata basis unless the SEC otherwise requires. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is madeable, using commercially reasonable efforts, to effect the filing of an additional Registration Statement with respect to the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Filing Date shall be deemed to be the Restriction Termination Date.

Shelf Registration. 2.1.1 The If (i) the Company shalland SFHC determine that an Exchange Offer is not available or may not be Consummated as soon as practicable after the last date of acceptance of New Securities for exchange because it would violate any applicable law or applicable interpretations of the staff of the Commission (after the procedures set forth in Section 6(a) hereof have been complied with) or (ii) the Exchange Offer is not Consummated for any other reason on or before the Consummation Outside Date (or if the Consummation Outside Date is not a Business Day, the next succeeding Business Day), the Company, SFHC and the Subsidiary Guarantors shall use commercially reasonable efforts to cause to be filed, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act Act, which may be an amendment to the Exchange Offer Registration Statement (or any successor or similar provision adopted by in either event, the Commission then in effect) at any time beginning on the effective date for such “Shelf Registration Statement. A ”), which Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for resales of all Registrable Securities the resale Holders of which shall have provided the information required pursuant to any method or combination Section 4(b) hereof. Each of methods legally available tothe Company, SFHC and requested by, the Holders. The Company Subsidiary Guarantors shall use its commercially reasonable best efforts to cause a keep such Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain continuously effective, and to be supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that such Registration Statement it is available (including to use its reasonable best efforts to add Registrable for resales of New Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such of Registrable Securities have ceased entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the date that the New Securities cease to be Registrable Securities. As soon as practicable following Notwithstanding anything to the effective date of a Registration Statement filed pursuant to contrary in this subsection 2.1.1Agreement, but in at any event within five (5) business days of such datetime, the Company shall notify may delay the Holders filing of any Shelf Registration Statement or delay or suspend the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act thereof and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein maintain the effectiveness thereof or necessary to make the statements therein not misleading (in the case of any Prospectus contained in amend or supplement such Shelf Registration Statement, for a period of time not to exceed an aggregate of 90 days in any twelve-month period, if (1) the Board of Directors of the Company determines, in good faith, that the disclosure in such Shelf Registration Statement of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the Company’s business, operations or prospects or (2) the disclosure in such Shelf Registration Statement otherwise relates to a material business transaction which has not been publicly disclosed and the Board of Directors of the Company determines, in good faith, that any such disclosure would jeopardize the success of such transaction or that disclosure of such transaction is prohibited pursuant to the terms thereof (such period of time, not to exceed 90 days in the light of the circumstances under which such statement is madeaggregate during any twelve-month period, a “Permitted Shelf Blackout Period”).

Shelf Registration. 2.1.1 The Company shall, as (i) As soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable after the filing thereofdate hereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline Acquiror shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on file a shelf "shelf" registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (the "Shelf Registration") with respect to all of the Registrable Securities. Acquiror shall, subject to Section 3(f) hereof, use its reasonable efforts to cause the Shelf Registration to become effective no later than at or any successor immediately following the Effective Time and shall use its reasonable efforts to keep the Shelf Registration continuously effective from the date such Shelf Registration is effective until the earlier of (A) the date on which all Registrable Securities may be sold pursuant to Rule 144(k) or similar provision adopted (B) the second anniversary of the date of the Effective Time, in order to permit the prospectus forming a part thereof to be usable by the Commission then in effect) at any time beginning on the effective date for Holders during such period. The Shelf Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination offering and sale of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held to or through brokers or dealers, acting as principal or agent, in transactions (which may involve block transactions) on the New York Stock Exchange, in ordinary brokerage transactions, in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or otherwise (including without limitation sales in transactions that comply with the provisions of Rule 144 or Rule 145, as applicable), or directly or indirectly through brokers or agents in private sales at negotiated prices, or through a combination of any such methods of sale, including but not limited to a bulk sale to a brokerage firm. In addition, subject to the provisions of Section 3(h), Acquiror shall be required to amend or supplement the Shelf Registration to provide for an underwritten public offering, whether on a firm commitment or best efforts basis or otherwise (an "Underwritten Takedown"), within a reasonable period of time after receipt by Acquiror of written notice from the Holders until all such holding a majority of the then outstanding Registrable Securities have ceased requesting an Underwritten Takedown; provided, however, that, subject to the provisions of Section 3(f), Acquiror must receive such written notice within 180 days after the Effective Time (the "Underwritten Takedown Notice Period"). Acquiror shall not be required to amend or supplement the Shelf Registration to effect more than one (1) Underwritten Takedown, regardless of whether all, some or none of the Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed Securities are sold pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)Underwritten Takedown.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement under covering the Securities Act to permit the public resale of all 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 130% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effectCompany) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock, and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its reasonable best efforts to cause such a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) calendar days following prior to the filing deadline applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the “"Effectiveness Deadline”Period"); provided . The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Effectiveness Deadline Company telephonically confirms effectiveness with the Commission, which shall be extended the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to ninety so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). If: (90i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 calendar days after the filing deadline if receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement is reviewed byto be declared effective, and receives comments from, the Commission. The or (iv) a Registration Statement filed with or required to be filed hereunder is not declared effective by the Commission pursuant by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason to this subsection 2.1.1 shall remain continuously effective as to all Registrable Securities for which it is required to be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) effective, or such other form of registration statement as is then available the Holders are otherwise not permitted to effect a registration for resale of utilize the Prospectus therein to resell such Registrable Securities, covering for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period (which need not be consecutive calendar days) (any such Registrable Securitiesfailure or breach being referred to as an "Event", and shall contain a Prospectus for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as "Event Date"), then, in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant addition to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by other rights the Holders until all may have hereunder or under applicable law, on each such Registrable Securities Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of been cured by such date) until the applicable Event is cured, the Company shall notify pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder (calculated as if all convertible securities had been fully converted); provided, however, as to any partial liquidated damages payable as a result of the Event in clause (i) above, partial liquidated damages shall not be payable until the date that a subsequent Event occurs and if the corresponding Effectiveness Date occurs in the time period required hereunder, any liquidated damages otherwise due on account of an Event in clause (i) above shall be forgiven. The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares, (2) in no event shall the Company be liable for liquidated damages under this Agreement in excess of 1.5% of the aggregate Subscription Amount of the Holders in any 30-day period and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be nine percent (9%) of the effectiveness of aggregate Subscription Amount paid by such Registration StatementHolder pursuant to the Purchase Agreement. When effective, a Registration Statement filed If the Company fails to pay any partial liquidated damages pursuant to this subsection 2.1.1 Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (including or such lesser maximum amount that is permitted to be paid by applicable law) to the documents incorporated therein by reference) will comply as Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant 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 terms hereof shall apply on a daily pro-rata basis for any portion of a material fact or omit month prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case cure of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made)an Event.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after and the Closing Date, file Guarantors shall use their commercially reasonable efforts to cause to be filed a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable by the Commission (or deemed automatically effective) on or prior to the earliest to occur of (1) the Consummation of the Exchange Offer, (2) the date on which the Securities, if held by a non-affiliate of the Company, would be freely tradable pursuant to Rule 144 of the Securities Act, and (3) in the event the Exchange Offer is not consummated, the 365th day after the filing thereofClosing Date (or if such 365th day is not a Business Day, but in no event later than sixty the next succeeding Business Day) (60) calendar days following the filing deadline (such date being the “Shelf Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the , which Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for resales of all Transfer Restricted Securities held by the resale pursuant to any method or combination Plan. Each of methods legally available to, the Company and requested by, the Holders. The Company Guarantors shall use its commercially reasonable best efforts to cause a keep such Registration Statement filed pursuant to this subsection 2.1.1 to remain continuously effective, and to be supplemented and amended as required by the provisions of Sections 5(b) and (c) hereof to the extent necessary to ensure that such Registration Statement it is available (including to use its reasonable best efforts to add Registrable for resales of Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased Plan, and to be Registrable Securities. As soon as practicable following ensure that it conforms with the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of this Agreement, the Securities Act and the Exchange Act policies, rules and will not contain an untrue statement regulations of the Commission as announced from time to time, until all the Securities covered by such Registration Statement have been sold pursuant to such Registration Statement; provided, however, that notwithstanding the foregoing or any provision in Sections 5(b) or 5(c) hereof if the filing of any such supplement or amendment would (A) require the Company to make a public disclosure of material fact or omit to state a material fact non-public information, which disclosure in the good faith judgment of the board of directors of the Company (1) would be required to be stated therein made in any Registration Statement so that such Registration Statement would not be materially misleading and (2) would not be required to be made at such time but for the filing, effectiveness or necessary to make the statements therein not misleading (in the case continued use of any Prospectus contained in such Registration Statement, or (B) would in the light good faith and judgment of the circumstances under which board of directors of the Company be expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may upon giving notice to the underwriter(s), if any, and the Plan delay the filing of any such statement is made)supplement or amendment for a period of up to 60 days in any three month period, not to exceed 90 days in any calendar year.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms Issuer shall prepare and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities before 120 days from the Closing Date pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted a Registration Statement on the appropriate form relating to resales of Transfer Restricted Securities by the Commission then in effect) at any time beginning on Holders thereof and the effective date for issuance of Warrant Shares upon the exercise of the Warrants sold pursuant to such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a the Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to declared effective by the Commission on or before 180 days after the Closing Date. To the extent necessary to ensure that such the Registration Statement is available (including for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Issuer shall use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another keep any Registration Statement is availablerequired by this Section 3(a) continuously effective, for supplemented, amended and current as required by and subject to the resale provisions of all Section 4(a) hereof and in conformity with the Registrable Securities held by requirements of this Agreement, the Holders Act and the policies, rules and regulations of the Commission as announced from time to time, until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the later of (i) the second anniversary of the effective date of a the Registration Statement filed pursuant and (ii) the earlier of (A) the Expiration Date and (B) the first date as of which all Warrants have been exercised by the Holders thereof; provided that such obligation shall expire before such date if the Issuer delivers to this subsection 2.1.1the Warrant Agent a written opinion of counsel to the Issuer (which opinion of counsel shall be satisfactory to the Initial Purchaser) that all Holders (other than Affiliates of the Issuer) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, but in timing or volume of any event within five (5) business days such sale; and provided, further, that notwithstanding the foregoing, any Affiliate of the Issuer may, with notice to the Issuer, require the Issuer to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, including as a result of any market-making activities or other trading activities of such dateAffiliate. Notwithstanding the foregoing, the Company Issuer shall notify not be required to amend or supplement the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") will comply not to exceed, for so long as to form this Agreement is in all material respects with all applicable requirements effect, an aggregate 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 (60 days in the case of any Prospectus contained in such Registration Statementcalendar year, in the light of the circumstances under which such statement is made).event that

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms shall prepare and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities before 60 days from the Assumption Date pursuant to Rule 415 under the Act a Registration Statement on the appropriate form relating to resales of Transfer Restricted Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on Holders thereof and the effective date for issuance of Warrant Shares upon the exercise of the Warrants sold pursuant to such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a the Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to declared effective by the Commission on or before 120 days after the Assumption Date. To the extent necessary to ensure that such the Registration Statement is available (including for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Company shall use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another keep any Registration Statement is availablerequired by this Section 3(a) continuously effective, for supplemented, amended and current as required by and subject to the resale provisions of all Section 4(a) hereof and in conformity with the Registrable Securities held by requirements of this Agreement, the Holders Act and the policies, rules and regulations of the Commission as announced from time to time, until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the later of (i) the second anniversary of the effective date of a the Registration Statement filed pursuant and (ii) the earlier of (A) the Expiration Date and (B) the first date as of which all Warrants have been exercised by the Holders thereof; PROVIDED, HOWEVER, that such obligation shall expire before such date if the Company delivered to this subsection 2.1.1the Warrant Agent a written opinion of counsel to the Company (which opinion of counsel shall be reasonably satisfactory to the Initial Purchasers) that all Holders (other than Affiliates of the Company) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Act and without restriction as to the manner, but in timing or volume of any event within five (5) business days of such datesale. Notwithstanding the foregoing, the Company shall notify not be required to amend or supplement the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents any related prospectus or any document incorporated therein by reference, for a period (a "BLACK OUT PERIOD") will comply not to exceed, for so long as to form this Agreement is in all material respects with all applicable requirements effect, an aggregate of 90 days in any calendar year, in the Securities Act event that (i) an event occurs and is continuing as a result of which the Exchange Act and will not Registration Statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statementtherein, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Company determines in its good faith judgment that the disclosure of such statement event at such time would have a material adverse effect on the business, operations or prospects of the Company or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; PROVIDED, HOWEVER, that such Black Out Period shall be extended for any period, not to exceed an aggregate of 30 days in any calendar year, during which the Commission is made)reviewing any proposed amendment or supplement to the Registration Statement, any related prospectus or any document incorporated therein by reference which has been filed by the Company; and PROVIDED, FURTHER, that no Black Out Period may be in effect during the three months prior to the Expiration Date.

Shelf Registration. 2.1.1 The Subject to Section 3(c), the Company shall, as soon as practicable, but in any event agrees to file within thirty (30) days after the Closing Datedate of this Agreement, file a shelf Registration Statement on Form F-1, or such other form under the Securities Act then available to permit the public Company, providing for the resale of all the Registrable Securities held by the Holders (determined as of two (2) business days prior to such filing) pursuant to Rule 415, from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and a “Shelf Registration Statement”). The Company shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the . The Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available to(including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) to the Holders of any and requested byall Registrable Securities. Following the filing of the Shelf Registration Statement, the Holders. The Company shall use its commercially reasonable best efforts to cause convert the Shelf Registration Statement on Form F-1 (and any Subsequent Shelf Registration) to a Registration Statement filed pursuant on Form F-3 as soon as practicable after the Company is eligible to use Form F-3. Notwithstanding the registration obligations set forth in this subsection 2.1.1 Section 2(a)(i), in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to remain effectivepromptly (A) inform each of the Holders and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (B) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), and in either case covering the maximum number of Registrable Securities permitted to be supplemented registered by the Commission, on Form F-1 or Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and amended Disclosure Interpretations. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the extent necessary Company used diligent efforts to ensure that advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement is available (including to use its reasonable best efforts to add will be reduced pro rata, based on the number of Registrable Securities held by Permitted Transferees) oreach Holder, if not available, subject to a determination by the Commission that another Registration Statement is available, for certain Holders must be reduced first based on the resale number of all the Registrable Securities held by such Holders. In the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following event the effective date of a Company amends the Shelf Registration Statement filed pursuant to this subsection 2.1.1or files a New Registration Statement, but in any event within five as the case may be, under clauses (5A) business days of such dateor (B) above, the Company shall notify will use its commercially reasonable efforts to file with the Holders Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 as amended, or the light of the circumstances under which such statement is made)New Registration Statement.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30a) days after On or prior to the Closing initial Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement under covering the Securities Act to permit the public resale of all 150% of the Registrable Securities held by underlying the Holders from time Debentures and 100% of the Registrable Securities underlying the Series C Warrants on such Filing Date for an offering to time as permitted by be made on a continuous basis pursuant to Rule 415. On or prior to the second Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of 200% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415 under (provided, however, the Company may reduce the number of Registrable Securities Act (on such Registration Statement to the extent that such shares are included on the initial Registration Statement). On or any successor or similar provision adopted by prior to each subsequent Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of 200% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in effectwhich case such registration shall be on another appropriate form in accordance herewith) on and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its reasonable best efforts to cause such a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) calendar days following prior to the filing deadline applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date telephonically request effectiveness of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days as of such date, the 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of such a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. When effectiveThe Company shall, a Registration Statement filed pursuant to this subsection 2.1.1 by 9:30 am Eastern Time on the Trading Day after the Effective Date (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 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 (defined in the case Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of any such notification of effectiveness or failure to file a final Prospectus contained in such Registration Statement, in the light of the circumstances as a foresaid shall be deemed an Event under which such statement is madeSection 2(b).

Shelf Registration. 2.1.1 The At any time following (i) the exercise of a Warrant for a number of Warrant Shares having a value of at least $1 million (determined on the price per share to be offered to the public) and (ii) the end of the Restricted Period, upon the request of the Holders of such Warrant Shares, the Company shallshall file or cause to be filed, as soon as practicable, but in any event within thirty (30) 90 days after the Closing Datesuch request, file a Shelf Registration Statement under providing for the Securities Act to permit sale by the public resale Holders of all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause have such Shelf Registration Statement to be declared effective as soon as practicable after by the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline SEC. No Holder of Registrable Securities shall be extended entitled to ninety (90) calendar days after the filing deadline if the include any of its Registrable Securities in any Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall Agreement unless and until such Holder agrees in writing to be on bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 10 Business Days after receipt of a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or request therefor, such other form of registration statement information as is then available the Company may, after conferring with counsel with regard to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus information relating to Holders that would be required by the SEC to be included in such form Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to permit which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to sell make the information previously furnished to the Company by such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersHolder not materially misleading. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including agrees to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another keep the Shelf Registration Statement is availablecontinuously effective and the Prospectus usable for resales during the Rule 144(k) Period (subject to extension pursuant to the provisions of this paragraph), or for such shorter period which will terminate when all of the resale of all the Registrable Securities held Warrant Shares covered by the Holders until all such Registrable Securities Shelf Registration Statement have ceased been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities. As soon as practicable following Securities (the effective date of a Registration Statement filed pursuant to this subsection 2.1.1"Effectiveness Period"); provided, but however, that for 120 days or less (whether or not consecutive) in any event within five (5) business days of such datetwelve-month period, the Company shall notify be permitted to suspend sales of Warrant Shares: (i) if the Holders of the effectiveness of such Registration Statement. When effective, a Shelf Registration Statement filed pursuant is no longer effective or the Prospectus usable for resales due to this subsection 2.1.1 circumstances relating to pending developments, public filings with the SEC and similar events, (including ii) because 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 Exchange Act and will not contain Prospectus includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statementtherein, in the light of the circumstances under which they were made, not misleading or (iii) if the Company is engaged in or has completed an underwritten public offering and the underwriters' lock-up period with respect to sales of common stock (or securities convertible into common stock) has not expired. Each Holder agrees that it shall give the Company notice of not less than five (5) Business Days prior to disposing of any Registered Securities under the Shelf Registration Statement so that the Company may make any determination to suspend sales of Warrant Shares as contemplated in the preceding sentence. Each Holder further agrees that it shall not dispose of Registrable Securities under the Shelf Registration Statement in any single transaction of less than $1 million determined on the price per share offered to the public; provided however, a Holder may dispose of Registrable Securities in a transaction of less than $1 million if such statement Holder is made)disposing of all of its Registrable Securities in such transaction. In addition, each Holder agrees that it shall not dispose of Registrable Securities under the Shelf Registration Statement in any underwritten offering by one or more Holders of less than an aggregate of $5 million of Registrable Securities determined on the price per share offered to the public. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, and, at that time, notify each such Holder that the Shelf Registration Statement has become effective and take such other actions as are required to permit unrestricted resales of the Registrable Securities. The Company further agrees to supplement or amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any supplement or amendment to the Prospectus promptly after its being used or filed with the SEC.

Shelf Registration. 2.1.1 (a) Subject to the consent of a majority of the Board, each Holder shall have the right to cause the Company to file a registration statement with the Commission on Form S-3 (provided that the Company is eligible to use such form) for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act. The Company shallshall use its commercially reasonable best efforts to cause such registration statement to become effective and to maintain the effectiveness of such shelf registration statement with respect to all or a portion of such Holders’ Registrable Securities in the Company (a “Shelf Demand Registration”), as soon as practicableand to use commercially reasonable best efforts to cause such registration statement to become and maintain its effectiveness. If, but in any event however, the Company shall furnish to the Holder or Holders requesting a registration statement pursuant to this Section 4 a certificate signed by the Chief Executive Officer or President of the Company, within thirty (30) days after of receipt of the Closing DateShelf Demand Registration, file stating that, in the good faith judgment of the Board, a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held material acquisition or disposition by the Holders from time to time as permitted by Rule 415 under the Securities Act (Company is being negotiated or any successor has been publicly announced or similar provision adopted by the Commission then in effect) that such registration statement would have a material detrimental effect on the terms and conditions specified in this subsection 2.1.1 and Company, the Company shall use its reasonable best efforts have the right to cause defer such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later for a period of not more than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after receipt of the filing deadline if Shelf Demand Registration; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. If applicable and unless the Company shall elect to defer the Shelf Demand Registration Statement is reviewed byas provided in the previous sentence, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale upon receipt of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such dateShelf Demand Registration, the Company shall notify within ten (10) business days after receipt of such request, give written notice (the “Shelf Demand Notice”) of such request to all other Holders and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within thirty (30) business days after it gives the Shelf Demand Notice to the applicable Holders. Unless the Holder or at least a majority in interest of the Holders of demanding the effectiveness of such Shelf Demand Registration Statement. When effectiveshall agree in writing, a Registration Statement filed pursuant to this subsection 2.1.1 (no other party, including the documents incorporated therein by referenceCompany (but excluding another Holder, if applicable) will comply shall be permitted to offer securities under any such Shelf Demand Registration. Any such Shelf Demand Registration shall be subject to piggyback rights as 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 Registration Statement, in the light of the circumstances described under which such statement is made)Section 5 below.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty On or before the thirtieth (3030th) days day after the Closing Stockholder Approval Date, the Company shall file with the SEC a Registration Statement under registration statement on Form S-3, and any related qualification or compliance, with respect to the Securities Act to permit sale or distribution by the public resale Holders on a delayed or continuous basis of all of the Registrable Securities held (the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that the Company shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. The Company shall use commercially reasonable efforts to have the Shelf Registration declared effective by the Holders SEC as promptly as practicable; PROVIDED, that in the event the Company receives notice from time the SEC that the Shelf Registration will not be subject to time as permitted by Rule 415 under SEC review, the Securities Act (or any successor or similar provision adopted by Company shall have the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such S-3 Registration Statement to be declared effective as soon as practicable after possible following receipt of such notice from the filing thereofSEC; PROVIDED, but FURTHER, that in the event the Shelf Registration is reviewed by the SEC, the Company shall work diligently to resolve any SEC comments in favor of the Company as soon as possible and, following receipt of notice from the SEC that all such comments are resolved, will have the Shelf Registration declared effective as soon as possible thereafter; and PROVIDED, FURTHER, that in no event shall the Shelf Registration be declared effective later than sixty (60) calendar days following the filing deadline (date that any other registration statement filed by the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days Company after the filing deadline if Effective Date is declared effective (other than any registration statement relating to any Company employee benefit plan or any registration statement filed by the Registration Statement Company on Form S-4 that is not reviewed by, and receives comments from, by the CommissionSEC). The Company shall leave the Shelf Registration Statement filed with in effect until the Commission pursuant to this subsection 2.1.1 shall be earlier of: (A) the date on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such which all Registrable Securities pursuant to Rule 415 shall either (i) have been registered under the Securities Act and been disposed of, or (or any successor or similar provision adopted ii) be, in the reasonable opinion of counsel to the Company that has been delivered to the applicable Holders, saleable in a three (3) month period by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the current Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of thereof without registration under the Securities Act and pursuant to Rule 144 under the Exchange Act and will not contain an untrue statement of a material fact Securities Act; or omit to state a material fact required to be stated therein or necessary to make (B) the statements therein not misleading date three (in 3) years from the case of any Prospectus contained in such date on which the Shelf Registration Statement, in is declared effective by the light of SEC (the circumstances under which such statement is made"SHELF TERMINATION DATE").

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30a) days after the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement under covering the Securities Act to permit the public resale of all 100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effectCompany) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock (the “Registration Cap”), and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders. In the event of any such reduction, Registrable Securities underlying the Long Term Warrants shall be omitted from the initial Registration Statement before Registrable Securities underlying the Debentures or Short Term Warrants are omitted from such initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Notwithstanding anything herein to the contrary, the Company shall continue to use best efforts to register all Registrable Securities as promptly as possible and if requested by Holders holding at least 50% of the then outstanding Registrable Securities not registered (based on advice from counsel to such Holders), shall seek to promptly register Registrable Securities in excess of the Registration Cap. Subject to the terms and conditions specified in of this subsection 2.1.1 and Agreement, the Company shall use its reasonable best efforts to cause such a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in no any event later than sixty (60) calendar days following prior to the filing deadline applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness DeadlinePeriod”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date telephonically request effectiveness of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days as of such date, the 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of such a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. When effectiveThe Company shall, a Registration Statement filed pursuant to this subsection 2.1.1 by 9:30 a.m. New York City time on the Trading Day after the Effective Date (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 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 (defined in the case Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of any such notification of effectiveness or failure to file a final Prospectus contained in such Registration Statement, in the light of the circumstances as foresaid shall be deemed an Event under which such statement is madeSection 2(b).

Shelf Registration. 2.1.1 The If (i) because of any change in law or in currently prevailing interpretations thereof by the staff of the SEC, the Company shallis not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, as soon as practicable, but in any event (ii) the Exchange Offer is not consummated within thirty (30) 240 days after the Closing DateIssue Date or (iii) upon the request of any Initial Purchaser with respect to any Registrable Securities held by it, file a Registration Statement if such Initial Purchaser is not permitted, in the reasonable opinion of Debevoise & Plimpton, pursuant to applixxxxx xxw or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due solely to permit the public resale status of such Initial Purchaser as an Affiliate of the Company or as a Participating Broker-Dealer) (any of the events specified in (i), (ii) or (iii) being a "Shelf Registration Event", and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall promptly notify the Holders in writing thereof and shall, at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 90 days after such Shelf Registration Event Date, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities held (other than Registrable Securities owned by the Holders from time who have elected not to time as permitted by Rule 415 include such Registrable Securities in such Shelf Registration Statement or who have not complied with their obligations under the Securities Act (penultimate paragraph of Section 3 hereof or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in under this subsection 2.1.1 paragraph, and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline practicable. No Holder of Registrable Securities shall be extended entitled to ninety (90) calendar days after the filing deadline if the include any of its Registrable Securities in any Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall Agreement unless and until such Holder agrees in writing to be on bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or request therefor, such other form of registration statement information as is then available the Company may, after conferring with counsel with regard to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus information relating to Holders that would be required by the SEC to be included in such form Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to permit which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to sell make the information previously furnished to the Company and the Guarantor by such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersHolder not materially misleading. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including agrees to use its reasonable best efforts to add keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales for the earlier of: (a) the Rule 144(k) Period or (b) such time as all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities held by Permitted Transferees(the "Effectiveness Period"). The Company shall not permit any securities other than (i) orthe Company's issued and outstanding securities possessing incidental registration rights and (ii) Registrable Securities, if not availableto be included in the Shelf Registration. The Company will, that another in the event a Shelf Registration Statement is availabledeclared effective, for the resale provide to each Holder of all the Registrable Securities held by covered thereby a reasonable number of copies of the Holders until all Prospectus which is a part of the Shelf Registration Statement, notify each such Registrable Securities have ceased Holder when the Shelf Registration has become effective and take any other action required to be permit unrestricted resales of the Registrable Securities. As soon as practicable following The Company further agrees, if necessary, to supplement or amend the effective date of a Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement filed pursuant to this subsection 2.1.1or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, but in any event within five (5) business days of such date, and the Company shall notify agrees to furnish to the Holders of the effectiveness of Registrable Securities covered by such Registration Statement. When effective, a Shelf Registration Statement filed pursuant to this subsection 2.1.1 (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 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 copies of any Prospectus contained in such Registration Statement, in supplement or amendment promptly after its being used or filed with the light of the circumstances under which such statement is made)SEC.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file will cause a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 S-3 (a “except if the Company is then ineligible to register for resale the Registrable Securities on Form F-1 Shelf”) or S-3, in which case such registration shall be on such other form of registration statement as is then available to effect a registration the Company to register for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such the Registrable Securities as a secondary offering) relating to the resale of the Registrable Securities by the Registrable Securityholders on a continuous basis pursuant to Rule 415 under the Securities Act (or the “Registration Statement”), to be filed with the Commission as promptly as possible following the date hereof, and in any successor or similar provision adopted event no later than ten (10) days from the date hereof, subject to extension pursuant to Section 3.1 hereof (the “Filing Deadline”). Notwithstanding the registration obligations set forth in this Agreement, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Registrable Securityholders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the Commission then in effectand/or (ii) at any time beginning on withdraw the effective date for such initial Registration Statement and file a new Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for , in either case covering the resale pursuant to any method or combination maximum number of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and Registrable Securities permitted to be supplemented and amended registered by the Commission, on such form available to the extent necessary Company to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, register for the resale of all the Registrable Securities held by the Holders until all as a secondary offering; provided, however, that prior to filing such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a amendment or new Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such dateStatement, the Company shall notify be obligated to use its commercially reasonable efforts to advocate with the Holders Commission for the registration of all of the effectiveness Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules’ Compliance and Disclosure Interpretation 612.09. In the event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement. When effective, a No Registrable Securityholder shall be named as an “underwriter” in any Registration Statement filed pursuant to this subsection 2.1.1 (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 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 without such Registration Statement, in the light of the circumstances under which such statement is made)Registrable Securityholder’s prior written consent.

Shelf Registration. 2.1.1 The In the event that (i) the Company, the Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date or (iii) upon the request of any Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of [Skadden, Arps, Slate, Meagxxx & Xlom XXX], pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Trust shall, at their cost, use their best efforts to cause to be filed as soon promptly as practicablepracticable after such Shelf Registration Event Date, but as the case may be, and, in any event event, within thirty 45 days after such Shelf Registration Event Date (30) which shall be no earlier than 75 days after the Closing DateTime), file a Shelf Registration Statement under providing for the Securities Act to permit the public resale of all the Registrable Securities held sale by the Holders from time to time as permitted by Rule 415 under of all of the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in use its best efforts to have such form Shelf Registration Statement declared effective by the SEC as to permit any soon as practicable. No Holder to sell such of Registrable Securities pursuant shall be entitled to Rule 415 under the include any of its Registrable Securities Act (or in any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for Agreement unless and until such Holder agrees in writing to be bound by all of the resale pursuant provisions of this Agreement applicable to any method or combination such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of methods legally available toa request therefor, such information as the Company and requested bythe Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the Holders. The Company shall use its reasonable best efforts SEC to cause a be included in such Shelf Registration Statement filed pursuant or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to this subsection 2.1.1 which any Shelf Registration is being effected agrees to remain effective, and to be supplemented and amended furnish to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 Exchange Act and will not contain an untrue statement of a material fact or omit Trust all information with respect to state a material fact required to be stated therein or such Holder necessary to make the statements therein information previously furnished to the Company by such Holder not misleading materially misleading. The Company and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement 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 Securities to be included in the case Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of any copies of the Prospectus contained in such which is a part of the Shelf Registration Statement, in notify each such Holder when the light 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 circumstances under which 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 for such statement is made)Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. 2.1.1 (a) The Company shall, as soon as practicable, but in any event shall (i) within thirty (30) 270 days after following the Closing Issue Date, file a with the Commission the Shelf Registration Statement relating to the issuance and resale of the Warrant Shares (including securities deemed registered pursuant to Rule 416 under the Securities Act to permit the public resale of all the Registrable Securities held Act) by the Holders from time to time as permitted by Rule 415 under in accordance with the Securities Act (or any successor or similar provision adopted methods of distribution elected by the Commission then Majority Holders and set forth in effectthe Shelf Registration Statement and, thereafter, (ii) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted within 365 days following the Issue Date; provided, however, that no Holder shall be entitled to have the Warrant Shares held by it covered by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Shelf Registration Statement filed pursuant unless such Holder furnishes to this subsection 2.1.1 shall provide the Company in writing, within 15 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the resale pursuant Company all information required to any method or combination of methods legally available to, and requested by, be disclosed in order to make the Holdersinformation previously furnished to the Company by such Holder not materially misleading. The Company shall use be deemed not to have used its reasonable best efforts to cause a the Shelf Registration Statement filed to be declared effective unless the Company determines in good faith that any actions taken to do so (i) would violate any applicable law to which it was then subject or (ii) would require the Company to disclose an otherwise confidential, material financing, acquisition or other corporate transaction and management shall have determined in good faith as evidenced by an Officer's Certificate that such disclosure is not in the best interest of the Company and its shareholders; provided, however, that no delay in effectiveness pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available clause (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transfereesi) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five or (5ii) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)above may exceed 45 days.

Shelf Registration. 2.1.1 The Upon the written request of one or more Requesting Purchasers that the Company shall, as soon as practicable, but in any event within thirty (30) days after effect the Closing Date, file a Registration Statement registration under the Securities Act to permit the public resale of all the such Requesting Purchasers' Registrable Securities held pursuant to a "shelf" registration statement, the Company promptly will give written notice of such requested registration to all other Purchasers, and will thereafter file such a "shelf" registration statement on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Holders from time to time as permitted by Rule 415 SEC) under the Securities Act (or a "SHELF REGISTRATION"), which Shelf Registration will cover (i) the Registrable Securities that the Company has been so requested to register by such Requesting Purchasers and (ii) all other Registrable Securities that the Company has been requested to register by any successor or similar provision adopted other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration. The Company hereby agrees to file such registration statement as promptly as practicable following the request therefor, and in any event within 60 days following the date such request is received by the Commission then in effect) on the terms Company, and conditions specified in this subsection 2.1.1 and shall thereafter to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared become effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended and thereafter to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed bykeep it continuously effective, and receives comments fromto prevent the happening of any event of the kind described in Section 4(c)(3), (4), (5) or (6) hereof that requires the Commission. The Registration Statement filed with the Commission Company to give notice pursuant to this subsection 2.1.1 shall be the last paragraph of Section 4 hereof, for a period terminating on a shelf registration statement the third year anniversary of the date on Form F-1 (a “Form F-1 Shelf”) which the SEC declares the Shelf Registration effective, or such other form of registration statement shorter period as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such terminate on the date on which all the Registrable Securities covered by the Shelf Registration have been sold pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersShelf Registration. The Company shall use its reasonable best efforts be obligated to cause file only one Shelf Registration and shall not be obligated to file a Shelf Registration Statement filed pursuant if three Demand Registrations (hereinafter defined) have been effected under Section 2(b). The Company further agrees to this subsection 2.1.1 to remain effective, and to be supplemented and amended promptly supplement or make amendments to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) orShelf Registration, if not availablerequired by the rules, that another Registration Statement is available, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act or rules and regulations thereunder for shelf registration or if requested by Participating Purchasers holding in the resale aggregate in excess of all 50% of the Registrable Securities held covered by the Holders until all such Registrable Securities have ceased to be Shelf Registration or any underwriter of the Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. 2.1.1 The Company shall, as soon As promptly as practicable, but in PhoneTel shall file and use all reasonable efforts to cause to be declared effective a "shelf" registration statement (the "Shelf Registration Statement") on any event within thirty appropriate form pursuant to Rule 415 (30or similar rule that may be adopted by the Securities and Exchange Commission (the "SEC") days after the Closing Date, file a Registration Statement under the Securities Act for all the PhoneTel Common Shares (i) issued in connection with the Merger or (ii) issued or distributed in respect of such PhoneTel Common Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise (collectively such PhoneTel Common Shares shall hereinafter be referred to permit as the "Registrable Securities"), which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof; PROVIDED, HOWEVER, that PhoneTel's obligations under this 49 Section 1 shall not commence until the later of (i) 90 days following the closing of a public primary equity offering by PhoneTel or (ii) such later date acceptable to the managing underwriter or underwriters, if any, of such offering. PhoneTel agrees to use its best efforts to keep the Shelf Registration Statement continuously effective and usable for resale of Registrable Securities, for a period of twenty-four (24) months from the date on which the SEC declares the Shelf Registration Statement effective or such shorter period which will terminate when all the Registrable Securities held covered by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased cease to be Registrable Securities. As soon Securities (such period shall hereinafter be referred to as practicable following the effective date of a "Effective Period"); PROVIDED, HOWEVER, that PhoneTel may elect that the Shelf Registration Statement filed pursuant to this subsection 2.1.1, but not be usable during any Blackout Period (as defined in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is madeSection 2 below).

Shelf Registration. 2.1.1 The Company shall, as (a) As soon as practicable, possible but in any event within thirty (30) days after no later than the Closing Filing Date, the Company shall use best efforts to prepare and file with the Commission a Registration Statement under covering the Securities Act to permit the public resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (such initial Registration Statement, together with any additional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities held by on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith), and shall contain the Holders from time to time “Plan of Distribution” attached hereto as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and Annex A. The Company shall use its reasonable best efforts to cause such the Mandatory Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereofpossible but, but in any event, no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable SecuritiesDate, and shall contain a Prospectus in use its best efforts to keep the Mandatory Shelf Registration Statement continuously effective under the Securities Act until such form time as to permit any Holder to sell such all of the Registrable Securities covered by such Registration Statement have either been publicly sold by the Holders or may be sold by the Holders without restriction pursuant to Rule 415 144 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement“Effectiveness Period”). A The Mandatory Shelf Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available to(including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the Internet) by the Holders of any and requested by, the Holdersall Registrable Securities. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all If the Registrable Securities held shall be resold by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such datean Underwritten Offering, the Company may include in an such registration other securities for sale for its own account; provided that if the underwriters for the offering shall notify determine that marketing factors require a limitation in the number of shares to be included in such offering, then the securities to be sold by the Holders shall be included in such registration before any securities proposed to be sold for the account of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)Company.

Shelf Registration. 2.1.1 The Company shall, as soon as practicableIf requested by the Investor, but subject to the Transfer restrictions set forth in Sections 4.1 and 4.2, the Company will use its commercially reasonable efforts to qualify for registration on and to file, a registration statement on Form S-3 or any event within thirty comparable or successor form or forms or any similar short-form registration (30) days after the Closing Date“Short-Form Registration Statement”), file a and such Short-Form Registration Statement under will be a “shelf” registration statement providing for the Securities Act to permit registration, and the public resale sale on a continuous or delayed basis, of all the Registrable Securities held by pursuant to Rule 415. In no event shall the Holders from time Company be obligated to time as permitted by Rule 415 under effect any shelf other than pursuant to a Short-Form Registration Statement. Upon filing a Short-Form Registration Statement, the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall Company will, if applicable, use its commercially reasonable best efforts to (i) cause such Short-Form Registration Statement to be declared effective, and (ii) keep such Short-Form Registration Statement effective as soon as practicable after with the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline SEC at all times. Any Short-Form Registration Statement shall be extended re-filed upon its expiration, and the Company shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to ninety (90) calendar days after the filing deadline if the such Short-Form Registration Statement is reviewed byas may be reasonably requested by a Holder or as otherwise required, and receives comments from, until the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf Holders who would require such registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a sale of the Registrable Securities no longer hold the Registrable Securities so registered; provided that, if any Investor Director is serving on the Board, no Holder may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for resale of such Registrable SecuritiesCompany senior management in accordance with the Company’s policies; provided, covering such Registrable Securitiesfurther, and shall contain a Prospectus that in such form as to permit any case any sales by any Holder to sell under such Registrable Securities pursuant to Rule 415 under the Securities Act (or “shelf” registration statement are made in compliance with applicable securities laws. The Company will pay all Registration Expenses incurred in connection with any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Short-Form Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable best efforts to cause take such actions as are under its control to become a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available well-known seasoned issuer (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but defined in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of Rule 405 under the Securities Act Act) (and not become an ineligible issuer (as defined in Rule 405 under 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 Registration Statement, in the light of the circumstances under which such statement is madeSecurities Act)).

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in (a) If at any event within thirty (30) days time after the Closing Datesix month anniversary date of this Agreement, file Micron shall receive from TI a Registration Statement under the Securities Act written request (a "Shelf Request") that Micron register pursuant to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 415(a)(1)(i) under the Securities Act (or any successor or rule with similar provision adopted by the Commission then in effect) a delayed offering of Registrable Securities, equal to at least five percent (5%) of the Voting Securities of Micron outstanding on the terms and conditions specified in this subsection 2.1.1 and date of such Shelf Request, then Micron shall use its commercially reasonable best efforts to cause the Registrable Securities specified in such Registration Statement Shelf Request (the "Shelf Registrable Securities") to be declared effective registered as soon as reasonably practicable so as to permit the sale thereof and, in connection therewith, shall (i) prepare and file with the SEC as soon as practicable after the filing thereofreceipt of such Shelf Request, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 S-3 relating to such Shelf Registrable Securities, if such Form S-3 is available for use by Micron (a “Form F-1 Shelf”) or such other any successor form of registration statement as is then available to such Form S-3), to effect such registration (a registration for resale "Shelf Registration Statement"), to enable the distribution of such Shelf Registrable Securities; provided, covering however, that each such Shelf Request shall: (i) specify the number of Shelf Registrable Securities, Securities intended to be offered and sold by TI pursuant thereto (which number of Shelf Registrable Securities shall contain a Prospectus in not be less than five percent (5%) of the Voting Securities of Micron outstanding on the date of such form as Shelf Request); (ii) express the intention of TI to permit any Holder to sell offer or cause the offering of such Shelf Registrable Securities pursuant to Rule 415 under such Shelf Registration Statement on a delayed basis in the future; (iii) describe the nature or method of the proposed offer and sale of such Shelf Registrable Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for pursuant to such Shelf Registration Statement. A Registration Statement filed pursuant ; and (iv) contain the undertaking of TI to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased information and materials and take all such actions as may be required in order to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant permit Micron to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 Act, the Exchange Act and will the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of such Shelf Registration Statement. TI shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary entitled to make the statements therein not misleading more than one Shelf Request during any three hundred sixty-five (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made)365) day period.

Shelf Registration. 2.1.1 (a) The Company shall, shall prepare and file with the Commission a resale shelf registration statement for the purpose of effecting a Registration of the sale of Registrable Shares by the Holders thereof and shall use its best efforts to have such registration statement declared effective by the Commission as soon as practicable, practicable but in any event within thirty not later than ninety (3090) days after the date of the Closing Date(as defined in the Purchase Agreement), (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the date on which all Registrable Shares have been sold pursuant to such registration statement or Rule 144; PROVIDED, HOWEVER, that the Company may terminate such Registration if all Registrable Shares may be sold pursuant to Rule 144 and if the Commission institutes a fee to keep such Registration Statement under effective; provided FURTHER, however, that the Securities Act Company shall not be obligated to permit take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the public resale Company would be required to execute a general consent to service of all process in effecting such Registration, qualification or compliance unless the Registrable Securities held by Company is already subject to service in such jurisdiction. Notwithstanding the Holders from time foregoing, the Company shall have the right (the "Suspension Right") to time as permitted by Rule 415 under the Securities Act defer such filing (or suspend sales under any successor filed registration statement or similar provision adopted by defer the Commission then in effectupdating of any filed registration statement and suspend sales thereunder) on for a single period during any consecutive twelve (12) month period, such period being the terms shorter of (i) the period during which it would be detrimental to the Company and conditions specified in this subsection 2.1.1 its shareholders to file such registration statement or amendment thereto at such time (or to continue sales under a filed registration statement) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60ii) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline days, if the Registration Statement is reviewed by, and receives comments from, Company furnishes to the Commission. The Registration Statement filed with Holders a certificate signed by the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (President or any successor other executive officer or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination trustee of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statementstating that, in the light good faith judgment of the circumstances Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or to continue sales under which a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement is made(or to suspend sales under a filed registration statement).

Shelf Registration. 2.1.1 The Company shall, shall proceed as soon expeditiously as practicable, but in any event within thirty (30) days ------------------ possible after the Closing Date, it is eligible to file a Shelf Registration Statement of Registrable Securities under and in accordance with the provisions of the Securities Act Act, to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms file a registration statement and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such effect a Shelf Registration Statement to be declared effective as soon as practicable after the filing thereofof all Registrable Securities; provided, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided however, that the Effectiveness Deadline Company shall be extended entitled to ninety postpone for a reasonable period of time (90not to exceed in the aggregate a period of one-hundred twenty (120) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission for all such postponements pursuant to this subsection 2.1.1 shall be on a shelf SECTION 2c.) the filing of any registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available otherwise required to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, be prepared and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted filed by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed it pursuant to this subsection 2.1.1 SECTION 2c. if the Board of Directors of the Company shall provide for determine in good faith that disclosure required in connection with such registration respecting a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the resale pursuant Company could have a substantial and adverse affect on the Company's ability to any method or combination of methods legally available to, and requested by, the Holderseffect such a transaction. The Company shall use its reasonable best efforts to cause a keep the Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effectivestatement effective until the sale of all shares of Common Stock covered thereby, and to be supplemented and amended to shall comply with the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements provisions of the Securities Act with respect to the disposition of all shares of Common Stock covered by such registration statement; provided, however, that the Company shall be entitled to suspend offers and sales under the Exchange Act Shelf Registration statement for a reasonable period of time (not to exceed in the aggregate a period of one-hundred twenty (120) days in any two years for all such suspensions pursuant to this SECTION 2) if, at the time the Company requests such suspension, the Board of Directors of the Company has determined in good faith that disclosures required in connection with such registration respecting a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the Company could have a substantial and will adverse affect on the Company's ability to effect such a transaction. The holders of Registrable Securities shall (i) cooperate with the Company in preparing such Shelf Registration and (ii) promptly supply the Company with all information and representations as it may deem reasonably necessary in connection with such Shelf Registration. The Company shall not contain an untrue statement of a material fact or omit to state a material fact be required to effect a registration pursuant to this SECTION 2c. unless such registration can be stated therein made on Form S-3 or necessary any successor form to make such Form. In the statements therein not misleading (in the case of event that during such time as any Prospectus contained in such Registration Statement, in the light of the circumstances Registrable Securities are registered pursuant to a Shelf Registration, any holders of such Registrable Securities request that some or all of such Registrable Securities be included in either a Demand Registration or a Piggyback Registration, the Company will take such actions as may be necessary in accordance with applicable law to permit such Registrable Securities to be so included, including without limitation, causing such Registrable Securities to be deregistered under which the Shelf Registration concurrently with the effectiveness of the Demand Registration or Piggyback Registration of such statement is made)Registrable Securities.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after and the Closing Date, Guarantors shall promptly 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 “Initial Shelf Registration”). The Company and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on an appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to permit the public resale of Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act from the date on which the Shelf Registration is declared effective by the SEC until the date that is one year following the effective date (or shorter period that will terminate when all the Registrable Securities held covered by such Shelf Registration have been sold pursuant to such Shelf Registration (the Holders from time “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to time as permitted by the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 415 174 under the Securities Act (or any successor or similar provision adopted by and as otherwise provided herein. Notwithstanding anything to the Commission then in effect) on the terms and conditions specified Table of Contents contrary in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement to be declared effective as soon as practicable after 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 determines reasonably and in good faith that the filing thereofof any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, but in no event later than sixty (60) calendar days following the filing deadline (reasonable judgment of the “Effectiveness Deadline”)Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law; provided that such delay shall extend the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Period of such Initial Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination number of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)Shelf Suspension Period.

Shelf Registration. 2.1.1 The Company shall, as soon as reasonably practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement Form S-3 or, if Form S-3 is not then available to the Company, on Form F-1 (a “Form F-1 Shelf”) S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five one (51) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30a) days after the Closing On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Any Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)), provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. If pursuant to SEC Guidance, such alternative appropriate form requires Holder to be named as an “underwriter,” and Holder chooses not to give consent to be so named, the Company’s obligations under this subsection register on another appropriate form shall be waived. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 4(c)) to be declared effective under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective promptly as soon as reasonably practicable after the filing thereof, but in any event no event later than sixty (60) calendar days following the filing deadline applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities shall cease to be Registrable Securities as provided herein (the “Effectiveness DeadlinePeriod”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date telephonically request effectiveness of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days as of such date, the 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. When effectiveThe Company shall, a Registration Statement filed pursuant to this subsection 2.1.1 (including by 9:30 a.m. Eastern Time on the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements Trading Day after the effective date 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 Registration Statement, in file a final Prospectus with the light Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of the circumstances such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under which such statement is madeSection 2(d).

Shelf Registration. 2.1.1 The Company shallAspenTech agrees that it shall cause to be filed a registration statement (the "Shelf Registration") on Form S-3 or any other appropriate form under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Securities and Exchange Commission (the "Commission") and permitting sales in ordinary course brokerage or dealer transactions not involving an underwritten public offering (and shall register or qualify the shares to be sold in such offering under such other securities or "blue sky" laws as would reasonably be required) covering the entire issue of Registrable Securities and such other shares of Aspen Common as may be included pursuant to registration rights of other holders of Aspen Common. AspenTech shall use its best efforts to (i) cause the Shelf Registration to be declared effective by the Commission on, or as soon as practicablepracticable after, but the date on which AspenTech first publishes financial results covering at least thirty days of post-acquisition combined operations of AspenTech and the SAST Companies and (ii) keep the Shelf Registration continuously effective (and register or qualify the shares to be sold in any event within thirty such offering under such other securities or "blue sky" laws as would be required for a period (30the "Shelf Registration Period") of ninety (90) days after the Closing Datedate on which the Shelf Registration is declared effective by the Commission (or such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration have been sold). AspenTech agrees, file a if necessary, to supplement or make amendments to the Shelf Registration, if required by the registration form used by AspenTech for the Shelf Registration Statement under or by the instructions applicable to such registration form or by the Securities Act to permit or the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (rules or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)regulations thereunder.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) Within 180 days after from the Closing Date, file the Company shall cause to be filed a Registration Statement registration statement (a "Shelf Registration") on Form S-3 or any other appropriate form under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement for an offering to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be made on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) delayed or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities continuous basis pursuant to Rule 415 under the Securities Act (thereunder or any successor or similar provision rule that may be adopted by the Securities and Exchange Commission then (the "Commission") and permitting (i) sales of Warrants, both in effectordinary course brokerage or dealer transactions or in any other transfer for consideration not involving an underwritten public offering, and (ii) at any time beginning on the effective date for sale of shares of Common Stock to the Warrant Holders upon the exercise of this Warrant (together, the "Registrable Securities") (and in both cases shall register or qualify the shares to be sold in such Registration Statement. A Registration Statement filed offering under such other securities or "blue sky" laws, if any, as would be required pursuant to this subsection 2.1.1 paragraph (d)(ii) hereof). In addition, shares of Common Stock ("HPA Party Common Stock") that are acquired upon the exercise of Warrants by HPA, Xxxxxxx X. Xxxxxx or Xxxxx X. Xxxxx, or any direct or indirect transferee of Warrants from any of them in transactions not involving a public offering (an "HPA Person"), shall provide for constitute Registrable Securities and, subject to paragraph (c) below, shall be registered as part of the resale pursuant Shelf Registration promptly upon such party's request. Prior to the filing of the Shelf Registration or any method supplement or combination amendment thereto, the Company will furnish copies of methods legally available tothe Shelf Registration or such amendment to one counsel designated by HPA, and requested bywill not file the Shelf Registration or such amendment without the prior consent of such counsel, the Holderswhich consent shall not be unreasonably withheld. The Company shall use its reasonable best efforts to (1) cause a the Shelf Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held declared effective by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As Commission as soon as practicable following after its filing with the effective date of a Commission and (2) keep the Shelf Registration Statement filed pursuant continuously effective, subject to this subsection 2.1.1paragraph (c) below. The Company shall, but in any event within five (5) business days of such dateif necessary, supplement or make amendments to the Shelf Registration, if required by the registration form used by the Company shall notify for the Holders of Shelf Registration or by the effectiveness of instructions applicable to such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein registration form or by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and or the Exchange Act and will not contain an untrue statement of a material fact rules or omit to state a material fact required to regulations thereunder or as may reasonably be stated therein or necessary to make requested by HPA. The Company shall pay all Registration Expenses incurred in connection with the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made)Shelf Registration.

Shelf Registration. 2.1.1 The (a) S-3 Registration. At any time that the Company shallis eligible to use Form S‑3, as soon as practicable, but in any event within thirty a Principal Holder may request (30by written notice to the Company stating the number of Registrable Securities proposed to be sold and the intended method of disposition) days after that the Closing Date, Company file a Registration Statement under the Securities Act to permit the public resale registration statement on Form S-3 (an “S-3 Registration”) for a Public Offering of all or any portion of such Holder’s Registrable Securities, or that the Company take all steps necessary to include such Registrable Securities held by in a Form S-3 that the Holders from time to time as permitted by Company has previously filed under Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersAct. The Company shall use its reasonable best efforts to cause a keep any S-3 Registration continuously effective under the Securities Act until the date as of which all Registrable Securities have been sold pursuant to such S-3 Registration or another Registration Statement filed under the Securities Act (such period of effectiveness, the “Shelf Period”). The Company shall not be deemed to have used its reasonable best efforts to keep any S-3 Registration effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders not being able to offer and sell any Registrable Securities pursuant to such S-3 Registration during the Shelf Period, unless such action or omission is (x) permitted pursuant to Section 2(c) or (y) required by applicable law, rule or regulation. Whenever the Company is required pursuant to this subsection 2.1.1 Section 4 to remain effectiveeffect the registration of Registrable Securities, each of the procedures and requirements of Section 2 (including but not limited to the requirement that the Company notify all Holders from whom notice has not been received and provide them with the opportunity to participate in the offering and the postponement, withdrawal and suspension provisions) shall apply to such registration. If at the time of such request the Company is a WKSI, such S-3 Registration shall, upon the approval of the Board, cover an unspecified number of Common Stock to be supplemented sold by the Company and amended to the extent necessary to ensure that such Registration Statement is available (including to Holders. The Company will use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, qualify for Form S-3 registration or a similar short-form registration. Notwithstanding the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such dateforegoing, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed have no obligation to effect any underwritten offering pursuant to this subsection 2.1.1 (including Section 4 involving Substantial Marketing Efforts if, based on the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements current market prices, the number of the Registrable 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 requested to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained included in such Registration Statement, in offering by the light Holders would not yield gross proceeds to the selling Holders of the circumstances under which such statement is made)at least $25 million.

Shelf Registration. 2.1.1 The In the event that (i) the Company, the Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood, or that a material uncertainty exists as to whether, consummation of the Exchange Offer would result in a material adverse tax consequence to the Company, (iii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or (iv) upon the request of any Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of Xxxxxx & Bird, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Trust shall, at their cost, use their best efforts to cause to be filed as soon promptly as practicablepracticable after such Shelf Registration Event Date, but as the case may be, and, in any event event, within thirty 45 days after such Shelf Registration Event Date (30) which shall be no earlier than 75 days after the Closing DateTime), file a Shelf Registration Statement under providing for the Securities Act to permit the public resale of all the Registrable Securities held sale by the Holders from time to time as permitted by Rule 415 under of all of the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in use its best efforts to have such form Shelf Registration Statement declared effective by the SEC as to permit any soon as practicable. No Holder to sell such of Registrable Securities pursuant shall be entitled to Rule 415 under the include any of its Registrable Securities Act (or in any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for Agreement unless and until such Holder agrees in writing to be bound by all of the resale pursuant provisions of this Agreement applicable to any method or combination such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of methods legally available toa request therefor, such information as the Company and requested bythe Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the Holders. The Company shall use its reasonable best efforts SEC to cause a be included in such Shelf Registration Statement filed pursuant or Prospectus included therein, reasonably request for inclusion in any the Shelf Registration Statement or Prospectus included therein. Each Holder as to this subsection 2.1.1 which any the Shelf Registration is being effected agrees to remain effective, and to be supplemented and amended furnish to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 Exchange Act and will not contain an untrue statement of a material fact or omit Trust all information with respect to state a material fact required to be stated therein or such Holder necessary to make the statements therein information previously furnished to the Company by such Holder not misleading materially misleading. The Company and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement 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 Securities to be included in the case Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of any copies of the Prospectus contained in such which is a part of the Shelf Registration Statement, in notify each such Holder when the light 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 circumstances under which 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 for such statement is made)Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after shall file with the Closing Date, file SEC a ------------------ Registration Statement under (the Securities Act "Initial Shelf Registration Statement") for an ------------------------------------ offering to permit the public resale be made on a continuous basis pursuant to Rule 415 covering all of all the Registrable Securities held by Notice Holders (the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect"Initial Shelf ------------- Registration") on or prior to the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts Filing Date; provided, that subject to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60Section ------------ -------- 2(d) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments fromhereof, the CommissionInitial Shelf Registration shall cover all of the Registrable Securities of Late Notice Holders. The Initial Shelf Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf Form S-3 or another appropriate form permitting registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable SecuritiesSecurities for resale by Holders in the manner or manners designated by them (including, covering such Registrable Securitieswithout limitation, and one or more underwritten offerings (subject to Section 8 hereof)). The Company shall contain a Prospectus in such form as to not permit any Holder to sell such securities other than Registrable Securities pursuant to Rule 415 under be included in the Securities Act (Initial Shelf Registration or any successor Subsequent Shelf Registration (as defined below), other than those shares of Common Stock that may be required to be included in the Initial Shelf Registration or similar provision adopted by any Subsequent Shelf Registration in accordance with piggyback registration rights granted prior to the Commission then date hereof in effect) at any time beginning on respect of approximately 1,300,000 shares of the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the HoldersCompany's Common Stock. The Company shall use its reasonable best efforts to cause a the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after such Initial Shelf Registration is filed pursuant and, in any event, on or prior to this subsection 2.1.1 to remain effective, the Effectiveness Date and to be supplemented and amended to keep such Initial Shelf Registration continuously effective under the extent necessary to ensure that such Registration Statement is available Securities Act until the earlier of when (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transfereesi) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by are registered under the Holders until Shelf Registration (as defined below) and have been disposed of in the manner set forth and as contemplated therein, (ii) certain transfer restrictions on the Registrable Securities are terminated as a result of the application of Rule 144(k), (iii) all such the Registrable Securities have ceased been resold pursuant to Rule 144 under the Securities Act, (iv) all the Registrable Securities cease to be outstanding and (v) all the Registrable SecuritiesSecurities may be sold during any three-month period pursuant to Rule 144 (the "Effectiveness Period"). As soon as practicable following -------------------- At the effective date of a time the Initial Shelf Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When is declared effective, each Holder that became a Notice Holder shall be named as a selling securityholder in the Initial Shelf Registration Statement filed pursuant to this subsection 2.1.1 (including and the documents incorporated therein by reference) will comply related Prospectus in such a manner as to form permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in all material respects accordance 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 Registration Statement, in the light of the circumstances under which such statement is made)law.

Shelf Registration. 2.1.1 At any time commencing after the effective time of the Purchase Agreement, if the Company is eligible to file with the SEC a Registration Statement on Form S-3 (or any successor form thereto), the Majority Holders shall have the right to request in writing that the Company (i) register all or any portion of such Holder’s Registrable Securities by filing with the SEC a Shelf Registration Statement for a public offering of such shares of Registrable Securities (a “Shelf Request”) (which Shelf Request shall specify the amount of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof) and (ii) shall use its best efforts to register under the Securities Act for public sale such Registrable Securities of such Holder. As promptly as practicable, but no later than ten (10) calendar days after receipt of the Shelf Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. The Company shall include in the Shelf Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within twenty (20) calendar days after the receipt of such written notice from the Company, in each cash subject to the provisions of Section 2.5(d). Accordingly, once an Initiating Holder has made a Shelf Request and the Company has sent the required notice of such Shelf Request to all other Holders, such other Holders may elect to participate in the registration or not, but such Holders will not have the right to make a separate Shelf Request until the expiration of the ninety (90) calendar day period following the date of the initial Shelf Request. The Company shall, as soon expeditiously as practicablepossible following a Shelf Request, but in any event within thirty (30) days after use its best efforts to cause to be filed with the Closing Date, file SEC a Shelf Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale disposition of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus Securities so to be registered in accordance with the intended methods of disposition thereof specified in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (Shelf Request or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holdersfurther requests. The Company shall use its reasonable best efforts to cause a have such Registration Statement filed declared effective by the SEC as soon as practicable thereafter and to keep such Shelf Registration Statement continuously effective for the period specified in Section 4.1(b). If the sole or lead managing Underwriter (if any) or the Majority Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 (or any successor form thereto) is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Any Holder requesting inclusion in a registration effected pursuant to this subsection 2.1.1 to remain effectiveSection 2.1(a) may, and to be supplemented and amended at any time prior to the extent necessary to ensure that such effectiveness of the Shelf Registration Statement is available (including and for any reason), revoke such request by delivering written notice to use its reasonable best efforts the Company revoking such requested inclusion. For the avoidance of doubt, a Shelf Request shall not count against the number of Demand Registration rights pursuant to add Registrable Securities held by Permitted Transferees) orthe provisions of Section 2.2(b). Whenever the Company shall effect a registration pursuant to a Shelf Request, if not available, that another Registration Statement is available, for the resale of all no securities other than the Registrable Securities held shall be covered by such registration unless the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Majority Holders of the effectiveness Registration shall have consented in writing to the inclusion of such Registration Statementother securities. When effective, a Registration Statement filed The registration rights granted pursuant to the provisions of this subsection 2.1.1 (including Section 2.1(a) shall be in addition to the documents incorporated therein by reference) will comply as registration rights granted pursuant to form in all material respects with all applicable requirements the other provisions 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 Registration Statement, in the light of the circumstances under which such statement is made)this Section 2.

Shelf Registration. 2.1.1 The If at the time the Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement registers Registrable Securities under the Securities Act pursuant to permit this Section 2, the public resale sale or other disposition of all the such Registrable Securities held by the Holders from time may be made on a delayed or continuous basis pursuant to time as permitted by Rule 415 under the Securities Act a registration statement on Form S-3 (or any successor or similar provision adopted form that permits the incorporation by reference of future filings by the Commission Company under the Exchange Act), then in effect) on such registration statement, unless otherwise directed by the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereofDemanding Holder, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on as a shelf “shelf” registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or similar provision adopted more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Commission then Demanding Holder. Except as provided in effectSection 5(b) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested byhereof, the Holders. The Company shall use its reasonable best efforts to cause keep such “shelf” registration continuously effective as long as the delivery of a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to prospectus is required under the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for Act in connection with the resale disposition of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securitiesregistered thereby. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days In furtherance of such dateobligation, the Company shall notify supplement or amend such registration statement and the Holders of prospectus used in connection with such registration statement if, as and when required by the effectiveness of rules, regulations and instructions applicable to the form used by the Company for such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein registration or by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act with respect to the disposition of all securities covered by such registration statement or by any other rules and the Exchange Act and will not contain an untrue statement regulations thereunder applicable to shelf registrations. Upon their receipt of a material fact or omit to state a material fact required to be stated therein or necessary to make certificate signed by the statements therein not misleading (in chief executive officer of the case of any Prospectus contained in such Registration StatementCompany stating that, in the light judgment of the circumstances Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be seriously detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under which such the shelf registration statement is madefor a period of up to ninety (90) Business Days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than once in any twelve-month period (with any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a) counting as an exercise by the Company of its right to cause the Holders to refrain from making sales under this Section 2(b)).

Shelf Registration. 2.1.1 The Upon the written request of the Investor, holding, in the aggregate not less than (i) 25% of the aggregate Registrable Securities outstanding, (ii) Registerable Securities having a fair market value of at least $2 million whichever is less, that the Company shall, as soon as practicable, but in any event within thirty (30) days after effect the Closing Date, file a Registration Statement registration under the Securities Act to permit the public resale of all the such Registrable Securities held pursuant to a "shelf" registration statement, the Company will file such a "shelf" registration statement on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Holders from time to time as permitted by Rule 415 SEC) under the Securities Act (or any successor or similar provision adopted a "SHELF REGISTRATION"), which Shelf Registration will cover (1) the Registrable Securities that the Company has been so requested to register by the Commission then in effectInvestor, and (2) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided all other Registrable Securities that the Effectiveness Deadline shall be extended Company has been requested to ninety (90) calendar register by any other Pecuniary Owners by written request given to the Company within 15 days after the filing deadline if Company's giving of written notice of the Registration Statement is reviewed by, and receives comments fromrequesting Investor's requested registration. Pursuant to this Section 2(a), the Commission. The Registration Statement filed with Investor, upon execution hereof, is making a written request of the Commission pursuant Company to this subsection 2.1.1 shall be on file a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form its behalf to register certain Registrable Securities and the Company acknowledges that this provision shall constitute the written request required hereby to initiate the filing of the shelf registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide Section 2(a). Investor agrees, during the 10 day period following execution of this Agreement, to consider withdrawing its request for registration in the resale pursuant to any method or combination of methods legally available to, and requested by, the Holderspreceding sentence. The Company shall not be required to commence preparation of such shelf registration statement until after expiration of such 10 day period. If the Investor does not withdraw its request, the Company shall commence preparation of the shelf registration statement. The Company hereby agrees to file such registration statement as promptly as practicable following the request therefor, and in any event within 60 days following the date such request is received by the Company, and thereafter to use its commercially reasonable best efforts to cause a such Shelf Registration Statement filed pursuant to this subsection 2.1.1 become effective and thereafter to remain keep it continuously effective, and to be supplemented and amended prevent the happening of any event of the kind described in Section 4(c)(3), (4), (5) or (6) hereof that requires the Company to give notice pursuant to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is availablelast paragraph of Section 4 hereof, for a period terminating on the resale third year anniversary of the date on which the SEC declares the Shelf Registration effective, or such shorter period as shall terminate on the date on which all the Registrable Securities held covered by the Holders until all such Registrable Securities Shelf Registration have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed been sold pursuant to this subsection 2.1.1such Shelf Registration. The Company shall be obligated to file only one Shelf Registration and shall not be obligated to file a Shelf Registration if three Demand Registrations (hereinafter defined) have been effected under Section 2(b). The Company further agrees to promptly supplement or make amendments to the Shelf Registration, but in any event within five (5) business days of such dateif required by the rules, regulations or instructions applicable to the registration form utilized by the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein or by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act or rules and regulations thereunder for shelf registration or if requested by 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 (Investor holding in the case aggregate in excess of any Prospectus contained in such Registration Statement, in the light 50% of the circumstances under which such statement is made).the

Shelf Registration. 2.1.1 (a) The Company shall, as soon as practicable, but in any event within thirty 45 days following the date of initial issuance (30the "Issue Date") days after of the Closing DateShares, file with the Commission a Shelf Registration Statement under relating to the Securities Act to permit the public resale offer and sale of all the Registrable Securities held Shares by the Holders from time to time as permitted in accordance with the methods of distribution elected by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then such Holders and set forth in effect) on the terms and conditions specified in this subsection 2.1.1 and such Shelf Registration Statement and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereof, but and in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar 90 days after the filing deadline if the Registration Statement is reviewed byIssue Date (including, and receives comments fromwithout limitation, the Commission. The Registration Statement filed with the Commission pursuant execution of an undertaking to this subsection 2.1.1 file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); provided, however that no Holder shall be on a shelf registration statement on Form F-1 entitled to have the Registrable Shares held by it covered by such Shelf Registration unless such Holder is in compliance with Section 3(k) hereof. (a “Form F-1 Shelf”b) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall (i) use its reasonable best efforts to cause a keep such Shelf Registration Statement filed continuously effective in order to permit the Prospectus forming part thereof to be usable by the Holders for so long as the aggregate Market Value of the Registrable Shares is at least $10 million or such shorter period that will terminate upon the earlier of the following: (A) the date when all the Registrable Shares have been sold pursuant to this subsection 2.1.1 such shelf registration statement or Rule 144 and (B) the date on which, in the reasonable, written opinion of counsel to remain effectivethe Holders and/or to the Company, all outstanding Registrable Shares held by persons that are not affiliates of the Company may be resold without registration under the Securities Act in accordance with Rule 144(k) or any successor provision thereto (in any such case, such period being called the "Effectiveness Period") and (ii) after the effectiveness of the Shelf Registration Statement, promptly upon the request of any Holder to take any action reasonably necessary to register the sale of any Registrable Shares of such Holder and to identify such Holder as a selling securityholder. The Company shall be supplemented and amended deemed not to the extent necessary to ensure that such Registration Statement is available (including to use its have used their reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another keep the Shelf Registration Statement is available, for effective during the resale of all requisite period if the Registrable Securities held by the Company voluntarily takes any action that would result in Holders until all covered thereby not being able to offer and sell any such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following Shares during that period, unless (x) such action is required by applicable law or the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 rules of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).national securities exchange or

Shelf Registration. 2.1.1 The Company shallwill, as soon as practicablesubject to Sections 3.1 and 3.13 hereof, but in any event within thirty (30) days after the Closing Date, file cause a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “S-1 or Form F-1 Shelf”) or such other form of registration statement as is then available S-3 relating to effect a registration for the resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such the Registrable Securities by the Registrable Securityholders on a continuous basis pursuant to Rule 415 under the Securities Act (or the “Registration Statement”), to be filed with the Commission as promptly as possible following the date hereof and in any successor or similar provision adopted event no later than sixty (60) days following the date hereof (the “Filing Deadline”). Notwithstanding the registration obligations set forth in this Agreement, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Registrable Securityholders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the Commission then in effectand/or (ii) at any time beginning on withdraw the effective date for such initial Registration Statement and file a new Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for , in either case covering the resale pursuant to any method or combination maximum number of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and Registrable Securities permitted to be supplemented and amended registered by the Commission, on such form available to the extent necessary Company to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, register for the resale of all the Registrable Securities held by the Holders until all as a secondary offering; provided, however, that prior to filing such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a amendment or new Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such dateStatement, the Company shall notify be obligated to use its commercially reasonable efforts to advocate with the Holders Commission for the registration of all of the effectiveness Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. In the event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement. When effective, a No Registrable Securityholder shall be named as an “underwriter” in any Registration Statement filed pursuant to this subsection 2.1.1 (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 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 without such Registration Statement, in the light of the circumstances under which such statement is made)Registrable Securityholder’s prior written consent.

Shelf Registration. 2.1.1 The Subject to the provisions of Section 2.5, the Company shall, as soon as practicable, but in any event within thirty (30) days shall file promptly after the Closing Dateexpiration of the Exitus Lock-Up Period, file a Registration Statement under the Securities Act with respect to permit the public resale of all the Registrable Securities held by Exitus, and promptly after the Holders from time expiration of the AGS Lock-Up Period, with respect to time as permitted Registrable Securities held by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms AGS, and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in thereafter and no event later than sixty the earlier of (60x) the 45th calendar days day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing deadline date and (y) the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety fifth (905th) calendar days Business Day after the filing deadline if date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement is reviewed bywill not be “reviewed” or will not be subject to further review, and receives comments from, the Commission. The a Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on for a shelf registration statement under Rule 415 of the Securities Act on Form F-1 S-1 (a the “Form F-1 S-1 Shelf”) or such other form of or, if the Company is eligible to use a Registration Statement on Form S-3, a shelf registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to under Rule 415 under of the Securities Act on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statementcontinuous basis. A Registration Statement filed pursuant to this subsection 2.1.1 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holdersany Holder named therein. The Company shall use its commercially reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effectivemaintain the Shelf in accordance with the terms hereof, and to shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be supplemented and amended to the extent necessary to ensure that such Registration Statement is keep a Shelf continuously effective and available (including for use to use its reasonable best efforts permit all Holders named therein to add sell their Registrable Securities held included therein in the manner desired by Permitted Transferees) or, if not available, that another Registration Statement is available, for Holder and in compliance with the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit the Company to suspend the use of the Registration Statement in the circumstances, and subject to the Exchange Act terms and will not contain an untrue statement conditions, set forth in those provisions. If, at any time the Company shall have qualified for the use of a material fact Form S-3 Shelf or omit any other form which permits incorporation of substantial information by reference to state other documents filed by the Company with the Commission and at such time the Company has an outstanding Form S-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form S-1 Shelf into 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 Registration Statement, in the light of the circumstances under which such statement is made)Form S-3 Shelf.

Shelf Registration. 2.1.1 The (a) At or after the first anniversary of the closing of the IPO, Gxxxxxx Sxxxx or New Investors holding collectively not less than 10 percent of the Registrable Securities then outstanding (such Holders, the “Initiating Holder”) may make a written request (a “Shelf Notice”) to the Company shallto file a Shelf Registration Statement, as soon as practicablewhich Shelf Notice shall specify whether such registration shall be a long-form registration on Form F-1 (a “Long-Form Registration”) or, but if the Company qualifies, a short form registration on Form F-3 (a “Short-Form Registration”), the aggregate amount of Registrable Securities of the Initiating Holder to be registered therein and the intended methods of distribution thereof. Following the delivery of a Shelf Notice, the Company (x) shall file promptly (and, in any event event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days after in the Closing Datecase of a request for a Short-Form Registration, file a in each case, following delivery of such Shelf Notice) with the SEC such Shelf Registration Statement under (which shall be an automatic Shelf Registration Statement if the Securities Act Company qualifies at such time to permit file such a Shelf Registration Statement) relating to the public resale offer and sale of all the Registrable Securities held requested for inclusion therein by the Initiating Holder and, to the extent requested under Section 3.2(c), the other Holders of Registrable Securities from time to time as in accordance with the methods of distribution elected by such Holders of Registrable Securities (to the extent permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 Section 3.2) and set forth in the Shelf Registration Statement (provided, however, that if a Shelf Notice is delivered prior to the first anniversary of the closing of the IPO, the Company shall not be obligated to file (but shall be obligated to begin to prepare) such Shelf Registration Statement prior thereto) and (y) shall use its reasonable best efforts to cause such Shelf Registration Statement promptly to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by including upon the Commission filing thereof if the Company then in effect) at any time beginning on the effective date for such qualifies to file an automatic Shelf Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).

Shelf Registration. 2.1.1 The Company shallIn the event that (i) the Issuers or the Majority Holders reasonably determine, as soon as practicableafter conferring with counsel, but that the Exchange Offer Registration provided in any event within thirty (30Section 2(a) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (hereof is not available or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to may not be declared effective consummated as soon as practicable after the filing thereoflast day of the Exchange Period because it would violate applicable securities laws or because the applicable interpretations of the staff of the SEC would not permit the Issuers to effect the Exchange Offer, but in no event later than sixty or (60ii) calendar the Exchange Offer is not for any other reason consummated within 150 days following of the filing deadline Closing Time, or (iii) the “Effectiveness Deadline”); provided Issuers or the Majority Holders reasonably determine, after conferring with counsel, that the Effectiveness Deadline shall Exchange Securities would not, upon receipt, be extended freely tradeable by such Holders which are not affiliates of the Issuers without restriction under the Securities Act and without restrictions under applicable blue sky or state securities laws, or a Holder is not permitted by applicable law to ninety participate in the Exchange Offer or (90iv) calendar upon the request of any Initial Purchaser with respect to any Registrable Securities which it acquired directly from the Company and, with respect to other Registrable Securities held by it, if such Initial Purchaser is not permitted, in the opinion of counsel to such Initial Purchaser, pursuant to applicable law or applicable interpretations of the Staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, the Issuers shall, at their cost, use their best efforts to cause to be filed as promptly as practicable after such determination or date, as the case may be, and, in any event, within 30 days after the filing deadline if the thereafter, a Shelf Registration Statement is reviewed by, and receives comments from, providing for the Commission. The Registration Statement filed with sale by the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form Holders of registration statement as is then available to effect a registration for resale all of such Registrable Securities, covering such the Registrable Securities, and shall contain a Prospectus in use their best efforts to have such form Shelf Registration Statement declared effective by the SEC as to permit any soon as practicable. No Holder to sell such of Registrable Securities pursuant to Rule 415 under the may include any of its Registrable Securities Act (or in any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for Agreement unless and until such Holder furnishes to the resale pursuant Issuers in writing, within 15 days after receipt of a request therefor, such information as the Issuers may, after conferring with counsel with regard to any method or combination of methods legally available to, and requested by, information relating to Holders that would be required by the Holders. The Company shall use its reasonable best efforts SEC to cause a be included in such Shelf Registration Statement filed pursuant or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to this subsection 2.1.1 which any Shelf Registration is being effected agrees to remain effective, and to be supplemented and amended furnish to the extent necessary Issuers all information with respect to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Holder necessary to make the statements therein information previously furnished to the Issuers by such Holder not misleading materially misleading. The Issuers agree to use their best efforts to keep the Shelf Registration Statement continuously effective for a period of three years from the date of issuance of the Securities (subject to extension pursuant to the last paragraph of Section 3 hereof) (the "Effectiveness Period"); provided; however, that if such Shelf Registration Statement has been filed solely at the request of any Initial Purchaser pursuant to clause (iv) above, the Issuers shall only be required to use their best efforts to keep such Shelf Registration Statement continuously effective for a period of one year from the date of issuance of the Securities (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding. The Issuers shall not permit any securities other than Registrable Securities to be included in the case of any Prospectus contained in such Shelf Registration. The Issuers further agree, if necessary, to supplement or amend the Shelf Registration Statement, in if required by the light rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuers agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the circumstances under which such statement is made)SEC.

Shelf Registration. 2.1.1 The Company shallshall file with the SEC, as soon as practicable, is reasonably practicable but in any event within thirty no later than the Filing Date (30) days after or, if the Closing DateFiling Date is not on a Business Day, file the next succeeding Business Day), a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement for an offering to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be made on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities continuous basis pursuant to Rule 415 under covering all of the Registrable Securities Act (the “Shelf Registration”). The Shelf Registration shall be on Form S-3 or any successor another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or similar provision adopted manners designated by them (including, without limitation, one or more underwritten offerings); provided, however, that no Holders shall be entitled to be named as selling securityholder in the Commission then in effect) at any time beginning on Shelf Registration or to use the effective date Prospectus forming a part thereof for resales of Registrable Securities unless such Holder is an Electing Holder. Subject to obtaining a waiver to its Amended and Restated Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available toRights Agreement dated February 25, and requested by1999, the HoldersCompany shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and such waiver to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to obtained. The Company shall use its reasonable best efforts to add Registrable cause the Shelf Registration to be declared effective under the Securities held by Permitted Transferees) Act on or prior to the Effectiveness Date (or, if the Filing Date is not availableon a Business Day, the next succeeding Business Day), and to keep the Shelf Registration continuously effective under the Securities Act until the date that another is 24 months from the Closing Date or, if later, 24 months from the last date on which any Convertible Notes are issued upon exercise of the Initial Purchaser’s option to purchase additional Convertible Notes (as it may be shortened pursuant to clause (A) or clause (B) immediately following, the “Effectiveness Period”), or such shorter period ending when (A) all the shares of Registrable Securities covered by the Shelf Registration Statement is availablehave been sold in the manner set forth and as contemplated in the Shelf Registration, for (B) the resale of date on which all the Registrable Securities (x) held by persons who are not affiliates of the Holders until Company may be resold pursuant to Rule 144(k) under the Securities Act, or (y) cease to be outstanding, or (C) an additional Shelf Registration covering all such of the Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the has been declared effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of under 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 Registration Statement, in the light of the circumstances under which such statement is made“Subsequent Shelf Registration”).

Shelf Registration. 2.1.1 The On or after the 90th day on which the Company shallbecomes eligible to effect a Registration Statement on Form S-3 (or any successor form), as soon as practicableand provided that two Demands provided for in Section 1(c) hereof have not previously been made, but in any event within thirty (3060) days after receipt by the Closing DateCompany of a written request by an Initiating Holder or Holders of not less than ten percent (10%) of the common stock comprising the Registrable Securities, the Company shall prepare and file with the SEC a Registration Statement under for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act to permit (a "Shelf Registration"), registering the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on holders of all of the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline Registrable Securities (the “Effectiveness Deadline”"Initial Shelf Registration"); provided that . Such request shall constitute a Demand Registration request for the Effectiveness Deadline shall be extended to ninety (90purposes of Section 1(c) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commissionhereof. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 for any Shelf Registration shall be on a shelf Form S-3 or another available form permitting registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable SecuritiesSecurities for resale by such holders in the manner or manners designated by them. Subject to the provisions of Section 1(d)(ii) and 2(b) hereof, covering the Company shall keep the Shelf Registration continuously effective for a period ending on the earlier of (i) the date that is the two-year anniversary of the date upon which such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted registration statement is declared effective by the Commission then in effectCommission, (ii) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date been disposed of a Registration Statement filed pursuant to this subsection 2.1.1an effective registration statement, but in any event within five (5iii) business days the date such Registrable Securities have been disposed of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed (A) pursuant to this subsection 2.1.1 and in accordance with Rule 144 (including or any similar provision then in force), or (B) pursuant to another exemption from the documents incorporated therein by reference) will comply as to form in all material respects with all applicable registration requirements of the Securities Act and pursuant to which the Exchange Act and will not contain an untrue statement Registrable Securities are thereafter freely transferable without restriction under the Securities Act, (iv) the date such Registrable Securities may be disposed of pursuant to Rule 144 (or any similar provision then in force) within the volume limitations thereunder within a material fact ninety (90) day period or omit pursuant to state a material fact required Rule 144(k) (or any similar provision then in force) under the Securities Act, or (v) the date such Registrable Securities cease to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made)outstanding.

Shelf Registration. 2.1.1 The In the event that (i) the Company shallreasonably determines, as soon as practicableupon advice of counsel, but that the Exchange Offer Registration provided in any event within thirty Section 2(a) above is prohibited under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (30ii) days after the Closing Date, file a Exchange Offer Registration Statement is not declared effective for any reason within 150 days of the Issue Date or (iii) upon the request of an Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii) or (iii) being a “Shelf Registration Event,” and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to permit or in lieu of conducting the public resale of all Exchange Offer contemplated by Section 2(a), as the Registrable Securities held case may be, the Company shall promptly deliver to the Holders and the Trustee written notice thereof and, at its cost, cause to be filed as promptly as practicable after such Shelf Registration Event Date and, in any event, within 60 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 90 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders from time to time as permitted by Rule 415 under the Securities Act (of all or any successor or similar provision adopted by portion (subject to any required minimum denomination as provided in the Commission then in effectIndenture) on of the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in use its best efforts to have such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 Shelf Registration Statement declared effective under the Securities Act (or any successor or similar provision adopted by the Commission then SEC as soon as practicable. No Holder shall be entitled to include any of its Registrable Securities in effect) at any time beginning on the effective date for such Shelf Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide 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 in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to 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 any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company 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 agrees to use its best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for the resale Rule 144(k) Period (subject to extension pursuant to any method the last paragraph of Section 3 hereof), or combination for such shorter period which will terminate when all of methods legally available to, and requested by, the HoldersSecurities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the “Effectiveness Period”). The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and not permit any securities other than Registrable Securities to be supplemented and amended to included in the extent necessary to ensure that such Shelf Registration. The Company will, in the event a Shelf Registration Statement is available (including filed, provide to use its each Holder a reasonable best efforts number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take all other actions as are required to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for permit certain unrestricted resales of the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following The Company further agrees, if necessary, to supplement or amend the effective date of a Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement filed pursuant to this subsection 2.1.1or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, but in any event within five (5) business days of such date, and the Company shall notify agrees to furnish to the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Registrable 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 copies of any Prospectus contained in such Registration Statement, in supplement or amendment promptly after its being used or filed with the light of the circumstances under which such statement is made)SEC.

Shelf Registration. 2.1.1 The If the Preferred Stock shall have previously been converted into Registrable Securities, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall prepare and file (as soon expeditiously as practicable, but and in any event within thirty (30) days after of the Closing Date, file receipt of any other such request) with the Commission a "Shelf" Registration Statement under covering the Securities Act to permit the public resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities held on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Designated Holders may consent) and shall contain (except if otherwise directed by the Holders from time to time Designated Holders) the "Plan of Distribution" attached hereto as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and Annex A. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but and in no any event later within sixty (60) days of the Purchaser Request (or one hundred twenty (120) days in the event the SEC has determined to review the applicable Registration Statement) and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities are eligible for sale under paragraph (k) of Rule 144 without any volume, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the "EFFECTIVENESS PERIOD"). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2 (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such notice and ending upon the earliest of (i) effectiveness of such registration statement , (ii) a decision by the Company not to pursue effectiveness of such registration statement or (iii) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company's relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement's effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement's effectiveness, the Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) calendar days following in aggregate after receipt of the filing deadline (the “Effectiveness Deadline”)Purchaser Request; provided provided, however, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to Company may not utilize this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but right more than twice in any event within five twelve (512) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made)month period.

Shelf Registration. 2.1.1 The Company shallIn the event that (i) TXU Funding is not permitted to effect the Exchange Offer because of any change in law or in currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or (iii) (1) any Initial Purchaser is not permitted, in the reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, (2) such Initial Purchaser requests registration of Registrable Securities held by such Initial Purchaser and (3) such Initial Purchaser's request is received by TXU Holdings no later than the later of (A) the date of filing of the Exchange Offer Registration Statement and (B) 120 days following the Issue Date (any of the events specified in (i) (iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), TXU Holdings shall promptly deliver to the Holders and the Trustee written notice thereof and, at its cost, file as soon promptly as practicablepracticable after such Shelf Registration Event Date, but and, in any event event, within thirty 45 days after such Shelf Registration Event Date (30) which shall be no earlier than 90 days after the Closing Date, file ) a Shelf Registration Statement under providing for the Securities Act to permit the public resale of all the Registrable Securities held sale by the Holders from time to time as permitted by Rule 415 under of all of the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 Registrable Securities, and shall use its reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as practicable after practicable; provided, however that if the filing thereofShelf Registration Event is pursuant to clause (iii), but in no event later than sixty (60) calendar days following TXU Funding and TXU Holdings may register such Registrable Securities together with the filing deadline (Exchange Offer Registration Statement, filed pursuant to Section 2(a), and the “Effectiveness Deadline”); provided that the Effectiveness Deadline requirements as to timing applicable thereto. No Holder of Registrable Securities shall be extended entitled to ninety (90) calendar days after the filing deadline if the include any of its Registrable Securities in any Shelf Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall Agreement unless and until such Holder agrees in writing to be on bound by all of the provisions of this Agreement applicable to such Holder and furnishes to TXU Holdings in writing, within 15 days after receipt of a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or request therefor, such other form of registration statement information as is then available TXU Holdings may, after conferring with counsel with regard to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus information relating to Holders that would be required by the SEC to be included in such form Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to permit which any Shelf Registration is being effected agrees promptly to furnish to TXU Holdings all information with respect to such Holder necessary to sell make the information previously furnished to TXU Holdings by such Registrable Securities pursuant Holder not materially misleading. TXU Funding and TXU Holdings agree to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its their reasonable best efforts to cause a keep the Shelf Registration Statement filed continuously effective for the Rule 144(k) Period (subject to extension pursuant to this subsection 2.1.1 the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to remain effective, and the Shelf Registration Statement or cease to be supplemented Registrable Securities (the "Effectiveness Period"). TXU Funding and amended TXU Holdings shall not permit any securities other than Registrable Securities to be included in the extent necessary to ensure that such Shelf Registration. TXU Holdings will, in the event a Shelf Registration Statement is available (including declared effective, provide to use its each Holder a reasonable best efforts to add Registrable Securities held by Permitted Transferees) ornumber of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. TXU Funding and TXU Holdings further agree, if not availablenecessary, that another to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by TXU Funding and TXU Holdings for such Shelf Registration Statement is available, for the resale of all the Registrable Securities held or by the Holders until all such Registrable Securities have ceased Act or by any other rules and regulations thereunder for shelf registrations, and TXU Holdings agrees to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant furnish to this subsection 2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Registrable 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 copies of any Prospectus contained in such Registration Statement, in supplement or amendment promptly after its being used or filed with the light of the circumstances under which such statement is made)SEC.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided provided, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement Form S-3 or, if Form S-3 is not then available to the Company, on Form F-1 (a “Form F-1 Shelf”) S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is availableavailable (including to use its best efforts to add Registrable Securities held by Permitted Transferees), for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within five one (51) business days day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (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 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 Registration Statement, in the light of the circumstances under which such statement is made).