Common use of Demand Registration Clause in Contracts

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt the written request (a “Notice”) by a Principal Holder, Legacy Holder or any other Holder owning or controlling at least five percent (5%) of a Notice from any Holder at any time after the 180th day after the Closing Datethen outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), the Partnership Company shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 30 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities ActHolders (a “Shelf Registration Statement”)). The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership Company shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. To the extent the initial Registration Statement is not made on Form S-3, the Company shall, upon becoming eligible to file a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the initial Registration Statement and use its best efforts to remain cause such subsequent Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a number of Registrable Securities that such material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Holder or Holders reasonably anticipates will result shall be limited to two demand registrations under this Section 2.01 in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; any twelve-month period (provided, however, that there shall be no limit on the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form number of Shelf Registration Statements that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters Holders hereunder), and the Company shall not be obligated to facilitate file more than one Registration Statement within 120 days after the Underwritten Offering and sale effective date of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered any Registration Statement filed by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingCompany.”

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying securities (“Majority Holders”), agrees to register (a “Demand Registration”), on one occasion, all or any portion of the shares of Common Stock underlying this Warrant (collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall and use its commercially reasonable efforts to cause have such Registration Statement registration statement or post-effective amendment declared effective promptly thereafter, subject to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities compliance with review by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten OfferingCommission; provided, however, that the Partnership Company shall have not be required to comply with a Demand Notice if the exclusive right Company has filed a registration statement with respect to select which the bookrunning managersHolder is entitled to piggyback registration rights pursuant to Section 13(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 13(b) hereof in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. A Demand Registration may be made at any time during the period of four and a half (4.5) years beginning 180 days from the Effective Date. The Partnership Company covenants and agrees to give written notice of its receipt of the Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days from the date of the receipt of such Selling Demand Notice. The Holders shall enter into an underwriting agreement in customary form not effect more than two (2) Demand Registrations pursuant to this Section 13(a). A registration will not count as a Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under hereunder with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is reasonably acceptable interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the Partnership first Demand Registration pursuant to Section 13(a), including the reasonable and take documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities, if applicable. The Holders shall bear all fees and expenses (including all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them) in connection with the second Demand Registration described in Section 13(a) hereof. The Company agrees to use its commercially reasonable actions efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the managing underwriters Holder(s); provided, however, that in no event shall the Company be required to facilitate register the Underwritten Offering and sale of Registrable Securities thereinin a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. No Holder may participate in The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant to the Underwritten Offering unless it agrees demand right granted under Section 13(a) to sell its remain effective for a period of at least twelve (12) consecutive months from the date that the Holders of the Registrable Securities covered by such registration statement are first given the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers opportunity to sell all necessary documents and information reasonably required under the terms of such underwriting agreementsecurities. In The Holders shall only use the event that prospectuses provided by the managing underwriter of Company to sell the shares covered by such Underwritten Offering registration statements, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Partnership and the Holder in writing that in its opinion the inclusion of all such prospectus may no longer be used due to a material misstatement or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringomission.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateHolder, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20,000,000 in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt the written request (a “Notice”) by MLP Holdco or by any other Holder[s] owning at least ten percent (10%) of a Notice from any Holder at any time after the 180th day after the Closing Datethen-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 90 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Holders (a “Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement”)). The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt (a) The Holders shall have the right, during the period (the "Registration Period") commencing on the date of a Notice from any Holder at any time after this Agreement and ending on the 180th day after third anniversary of the Closing Datedate of this Agreement, by written notice (the Partnership shall file "Demand Notice") given to the Company, to request the Company to register under and in accordance with the Commission as promptly as reasonably practicable a registration statement under provisions of the Securities Act (each, a “Registration Statement”) providing for the resale all or any portion of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered Shares designated by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten OfferingHolders; provided, however, that the Partnership shall have the exclusive right aggregate number of Registrable Shares requested to select the bookrunning managers. The Partnership be registered pursuant to any Demand Notice and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable pursuant to any related Demand Notices received pursuant to the Partnership following sentence shall be at least 5,000,000. Upon receipt of any such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and take all reasonable actions as are requested allow them the opportunity to include Registrable Shares held by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate them in the Underwritten Offering unless it agrees to sell its Registrable Securities covered proposed registration by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreementsubmitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such Underwritten Offering advises offering (including the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success price per share of the Underwritten OfferingRegistrable Shares to be sold), then the amount of Registrable Securities that each Selling Holder requested Shares to be included in offered for the account of such Underwritten Offering Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder. The Holders as a Pro Rata basis group shall be entitled to three Demand Registrations pursuant to this Section 2 unless any Demand Registration does not become effective or is not maintained for a period (whether or not continuous) of at least 120 days (or such shorter period as shall terminate when all the aggregate amount that Registrable Shares covered by such Demand Registration have been sold pursuant thereto), in which case the managing underwriter deems Holders will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice be entitled to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringan additional Demand Registration pursuant hereto.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a7.13(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $30.0 million in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of the written request (a Notice from any Holder at any time after “Notice”) by the 180th day after the Closing DateHolder, the Partnership Company shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 30 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder giving such NoticeHolder, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities ActHolder (a “Shelf Registration Statement”)). The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership Company shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holder. To the extent the initial Registration Statement is not made on Form S-3, the Company shall, upon becoming eligible to file a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the initial Registration Statement and use its best efforts to remain cause such subsequent Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.1 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein Holder until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a number of Registrable Securities that such material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Holder or Holders reasonably anticipates will result shall be limited to two demand registrations under this Section 2.1 in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; any twelve-month period (provided, however, that there shall be no limit on the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form number of Shelf Registration Statements that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters Holder hereunder), and the Company shall not be obligated to facilitate file more than one Registration Statement within 120 days after the Underwritten Offering and sale effective date of Registrable Securities therein. No Holder may participate in any Registration Statement filed by the Underwritten Offering unless it agrees Company; provided, further, that no demand registration under this Section 2.1 shall be deemed to sell its Registrable Securities covered by have occurred for purposes of this sentence if the Registration Statement on the terms and conditions relating thereto (a) does not become effective within 180 days of the underwriting agreement and completes and delivers all necessary documents and information reasonably date first filed with the Commission, (b) is not maintained effective for the Effectiveness Period required under this Section 2.1 or (c) the terms offering of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing pursuant to such Registration Statement is subject to a stop order, injunction, or success similar order or requirement of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in Commission during such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringperiod.

Demand Registration. Upon receipt the written request (a “Notice”) by MLP Holdco or by any other Holder[s] owning at least five percent (5%) of a Notice from any Holder at any time after the 180th day after the Closing Datethen-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 90 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Holders (a “Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement”)). The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt All expenses (other than underwriting discounts and commissions and ADS issuance and stock transfer taxes and fees) incurred in connection with registrations, filings or qualifications pursuant to Section 2.1 for each Rights Holder (which right may be assigned as provided in Section 2.11), including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of a Notice from any Holder at any time after counsel for the 180th day after Company, and the Closing Datereasonable fees and disbursements of one counsel for the selling Rights Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company. In addition, the Partnership Company shall file be responsible for all of its internal expenses incurred in connection with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale consummation of the Registrable Securitiestransactions contemplated by this Agreement (including, which maywithout limitation, at all salaries and expenses of its officers and employees performing legal or accounting duties), the option expense of any annual audit and the Holder giving such Notice, be a Registration Statement that provides for fees and expenses incurred in connection with the resale listing of the Registrable Securities from time to time pursuant to Rule 415 under on any securities exchange as required hereunder. In no event shall the Securities ActCompany be responsible for any underwriting, broker or similar fees or commissions of any Rights Holder. The Partnership Notwithstanding the foregoing, the Company shall not be required to bear any costs and expenses provided in this Section 2.6(a) for the registration proceeding begun pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in 2.1, if the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after registration request is subsequently withdrawn at the initial filing request of the Registration Statement and to remain effective and available for the resale Rights Holders of a majority of the Registrable Securities by to be registered, unless if at the Selling time of such withdrawal, the Rights Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose learned of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 material adverse change in the aggregate condition, business, or prospects of the Company not known to the Rights Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change (in which case such registration shall not constitute the use of a demand registration pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingSection 2.1).

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds an aggregate of at least $30,000,000 in the aggregate 20.0 million of Registrable Securities pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after (a) As soon as practicable but no later than thirty (30) Business Days following the 180th day after Second Merger Closing (the Closing “Filing Date”), the Partnership Pubco shall prepare and file with the Commission as promptly as reasonably practicable a shelf registration statement under Rule 415 of the Securities Act (eachsuch registration statement, a “Shelf Registration Statement”) providing for covering the resale of all the Registrable Securities, which may, at the option Securities (determined as of the Holder giving two Business Days prior to such Notice, be filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or the ninetieth (90th) calendar day if the Commission notifies Pubco that provides it will “review” the Shelf Registration Statement) following the Closing Date and (y) the tenth (10th) business day after the date Pubco is notified (orally or in writing, whichever is earlier) by the Commission that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities from time to time included therein pursuant to Rule 415 under any method or combination of methods legally available to, and requested by, any Holder named therein. Pubco shall maintain the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Shelf Registration Statement 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 Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any twelve-month period nor to file more than three Registrable Securities. In the event Pubco files a Shelf Registration Statements in the aggregate. The Partnership Statement on Form F-1, Pubco shall use commercially reasonable efforts to cause convert such Shelf Registration Statement to become effective a Shelf Registration Statement on Form F-3 as soon as reasonably practicable after the initial filing of the Registration Statement and Pubco is eligible to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringuse Form F-3.

Demand Registration. Upon receipt the written request (a “Notice”) of a Notice from any Holder the Holders of at any time after least 2,000,000 units of the 180th day after the Closing Datethen-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateHolders). The Partnership shall use its commercially reasonable efforts to cause such Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply in a Notice all material respects as to dispose form with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon (a) As promptly as practicable following written demand from the Administrative Agent following the occurrence of an Event of Default (as defined in the Credit Agreement), but in no event later than thirty (30) days following receipt of a Notice from any Holder at any time after the 180th day after the Closing Datesuch demand, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of all Registrable Securities (the Registrable Securities“Shelf Registration Statement”), which may, at including the option of the Holder giving such Notice, prospectus to be a used in connection therewith. The Shelf Registration Statement that provides for the resale of the Registrable Securities from time to time shall be filed on Form S-3 pursuant to Rule 415 under the Securities ActAct or any successor form or rule thereto. The Partnership No other Person shall not be required pursuant permitted to this Section 7.12(a) to file more than one offer securities under the Shelf Registration Statement unless the Administrative Agent consents in any twelve-month period nor to file more than three Registration Statements in the aggregatewriting. The Partnership shall use commercially its reasonable best efforts to cause such the Shelf Registration Statement to become effective as soon promptly as reasonably practicable after the initial filing of the Registration Statement and to remain effective and to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Shelf Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate connection with any registration pursuant to a Registration Statement in an Underwritten Offeringthis Section 2.1, the Partnership shall retain underwriters that are reasonably acceptable (x) promptly prepare and file such documents as may be necessary to register or qualify the Registrable Securities subject to such Selling Holders registration under the securities laws of such states as such Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Holder to consummate a public sale of such Registrable Securities in order such states and (y) promptly prepare and file such documents as may be necessary to permit apply for listing or to list the Registrable Securities subject to such Selling Holders to effect registration on such disposition through an Underwritten Offering; providednational securities exchange as the Registrable Securities are then listed or admitted for trading. Except as set forth herein, however, that the Partnership all Registration Expenses shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested be paid by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered Partnership, without reimbursement by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolder.

Demand Registration. Upon The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares, agrees to register, on one (1) occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall and use its commercially reasonable efforts to cause such Registration Statement have the registration statement declared effective promptly thereafter, subject to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities compliance with review by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten OfferingCommission; provided, however, that the Partnership Company shall have not be required to comply with a Demand Notice if the exclusive right Company has filed a registration statement with respect to select which the bookrunning managersHolder is entitled to piggyback registration rights pursuant to Section 5(b) hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The Partnership sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Selling Demand Notice. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5(a), but the Holders shall enter into an pay any and all underwriting agreement commissions and the expenses of any legal counsel selected by the Holders to represent them in customary form that is reasonably acceptable connection with the sale of the Registrable Securities. The Company agrees to use its commercially reasonable efforts to cause the Partnership filing required herein to become effective promptly and take all reasonable actions to qualify or register the Registrable Securities in such States as are reasonably requested by the managing underwriters Holder(s); provided, however, that in no event shall the Company be required to facilitate register the Underwritten Offering and sale of Registrable Securities thereinin a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. No Holder may participate in The Company shall cause any registration statement filed pursuant to the Underwritten Offering unless it agrees demand right granted under Section 5(a) to sell its remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first given the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers opportunity to sell all necessary documents and information reasonably required under the terms of such underwriting agreementsecurities. In The Holders shall only use the event that prospectuses provided by the managing underwriter of Company to sell the Warrant Shares covered by such Underwritten Offering registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Partnership and the Holder in writing that in its opinion the inclusion of all such prospectus may no longer be used due to a material misstatement or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringomission.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20,000,000 in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateHolder, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 25 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder or Holders that hold at least 25% of the then Outstanding Registrable Securities at any time after the 180th day after the Closing Date, the Partnership Company shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership Company shall notify all Holders of such Notice at least 15 days prior to the filing date. The Company shall not be required pursuant to this Section 7.12(a7.20(a) to file more than one Registration Statement in any twelve12-month period nor to file more than three six Registration Statements in the aggregate. The Partnership Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $30.0 million in the aggregate, the Partnership Company shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership Company shall have the exclusive right to select the bookrunning managers. The Partnership Company and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein, including indemnification of the underwriters and representations and covenants, in each case upon customary terms. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more 101 Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the IPO Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a7.13(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $30.0 million in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt All expenses (other than underwriting discounts and commissions and ADS issuance and stock transfer taxes and fees) incurred in connection with registrations, filings or qualifications pursuant to Section 2.1 for the Rights Holder (which right may be assigned as provided in Section 2.11), including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of a Notice from any counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Rights Holder at any time after selected by them with the 180th day after approval of the Closing DateCompany, which approval shall not be unreasonably withheld, shall be borne by the Company. In addition, the Partnership Company shall file be responsible for all of its internal expenses incurred in connection with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale consummation of the Registrable Securitiestransactions contemplated by this Agreement (including, which maywithout limitation, at all salaries and expenses of its officers and employees performing legal or accounting duties), the option expense of any annual audit and the Holder giving such Notice, be a Registration Statement that provides for fees and expenses incurred in connection with the resale listing of the Registrable Securities from time to time pursuant to Rule 415 under on any securities exchange as required hereunder. In no event shall the Securities ActCompany be responsible for any underwriting, broker or similar fees or commissions of any Rights Holder. The Partnership Notwithstanding the foregoing, the Company shall not be required to bear any costs and expenses provided in this Section 2.6(a) for the registration proceeding begun pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in 2.1, if the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after registration request is subsequently withdrawn at the initial filing request of the Registration Statement and to remain effective and available for the resale Rights Holder of a majority of the Registrable Securities by to be registered, unless if at the Selling Holders named therein until time of such withdrawal, the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose Rights Holder has learned of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 material adverse change in the aggregate condition, business, or prospects of the Company not known to the Rights Holder at the time of his request for such registration and have withdrawn his request for registration with reasonable promptness after learning of such material adverse change (in which case such registration shall not constitute the use of a demand registration pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.Section 2.1);

Demand Registration. Upon receipt (a) At any time beginning as of the date hereof, Holders of a Notice from any Holder at any time after majority of the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable Registrable Securities may require registration (a registration statement “Demand Registration”) under the Securities Act (eachof all or any part of their Registrable Securities; provided that each such Demand Registration must be in respect of at least 100,000 shares of Common Stock. Holders may exercise this demand registration right under this Section 2 by giving a written request to the Company specifying the intended method of disposition of Holders’ Registrable Securities. Within five business days of receipt of such request, a “Registration Statement”) providing for the resale Company shall promptly notify all other Holders of the request. The Holders shall have thirty 30 days after receipt by such Holder of such notice from the Company to request that their Registrable Securities, which may, at Securities be included in the option registration with the shares of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required Holders initially requiring registration pursuant to this Section 7.12(a2. Holder will be entitled to require up to two Demand Registrations on Form S-1 and unlimited Demand Resigtrations on Form S-3 (or any respective successor forms). A Demand Registration under this Section 2 shall not be deemed to have been effected or requested (a) to file more than one unless a Registration Statement in any twelve-month period nor with respect thereto has become effective and Holder is legally permitted to file more than three Registration Statements in sell the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registrable Securities included therein and the Registration Statement to become remains effective as soon as reasonably practicable for at least 180 consecutive days (unless the Registrable Securities are sold within a shorter period, then the Registration Statement shall have remained effective for such shorter period); (b) if after the initial filing Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of the Registration Statement is issued or any other limitation, restriction or suspension of the offer or sale of any Registrable Securities has been imposed and to remain effective and available for the resale of the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be fulfilled by the Selling Holders named therein until Company for completion of the earlier of (i) six months following such Registration Statement’s effective date and (ii) transactions contemplated by the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one selling agreement or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable related to the Partnership and take all reasonable actions as registration are requested not satisfied by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered Company or waived by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringunderwriters.

Demand Registration. (i) At any time after the Effective Date, any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms and subject to the limitations set forth in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms set forth in the Demand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder at any time after (the 180th day after the Closing Date“Initiating Holder”), the Partnership Company shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) Statement providing for the resale offer and sale of the Registrable SecuritiesSecurities identified in such Demand Notice, which Registration Statement may, at the option of the Holder giving such NoticeInitiating Holder, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities ActAct in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. The Partnership Company shall not have the right to elect that any Demand Registration be required made pursuant to this Section 7.12(a) to file more than one a Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement. The Partnership Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) for not less than six months following such Registration Statement’s effective date and (ii) the date on which or such shorter period when all Registrable Securities covered by such Registration Statement have been soldsold (the “Effectiveness Period”); provided, however, that the Company shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 1,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Company receives a Demand Notice from one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 satisfies the conditions set forth in the aggregate pursuant to a Registration Statement in an Underwritten Offeringimmediately preceding sentence, the Partnership Company shall retain such underwriters that and bookrunning managers as are reasonably acceptable to such mutually agreed by the Company and the Selling Holders in order to permit such Selling Holders to effect such disposition offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership Company and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In agreement or as the event that the managing underwriter of General Partner may determine is reasonably necessary to effect such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; , provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at (a) At any time during the period beginning on the date on which any Dividend Shares become issuable (upon the initial issuance as dividends of shares of Preferred Stock convertible into such Dividend Shares, as contemplated by clause (b) of the definition of “Preferred Stock” contained in Section 6.1), and ending on the earlier of two years after the 180th day after final issue date of such shares of Preferred Stock or the Closing Datedate on which the Company’s registration obligations with respect to the Dividend Shares terminate pursuant to Section 5.2 hereof, the Partnership shall file with Holder may request the Commission as promptly as reasonably practicable a registration statement Company to register under the Securities Act (eachall, a “Registration Statement”) providing for the resale but not less than all, of the Dividend Shares that the Holder then holds or has the right to acquire and that constitute Registrable Securities, which may, at for sale by such Holder in the option manner specified in such request. The Company will use its best efforts to expeditiously effect the registration of the Holder giving Dividend Shares following such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Actrequest. The Partnership Holder shall have the right to require such a registration one (1) time, provided that if the requested registration is not effected as contemplated by Section 1.5, the Holder shall continue to have the rights specified in this Section 1.2 until such registration is effected in accordance herewith. The Company shall not be required to effect a registration pursuant to a request under this Section 7.12(a1.2 within six (6) months after the filing of a registration statement relating to file more than one a public offering of securities by the Company. Any Registration Statement filed pursuant hereto may include, in any twelve-month period nor addition to file more than three Registration Statements in the aggregateDividend Shares, such other shares of Common Stock or other securities of the Company for sale by the Company or other security holders of the Company as the Company may deem appropriate, provided that the inclusion of such additional securities does not unreasonably interfere with the Holder’s ability to dispose of the Dividend Shares pursuant to such registration. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of Company may satisfy its obligations under this Section 1.2 by amending the Registration Statement filed pursuant to Section 1.1 to add the Dividend Shares thereto, if appropriate and to remain effective and available for the resale permitted under applicable rules of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingCommission.

Demand Registration. Upon The holders of the Registrable Shares, at any time, may require the Company to effect the registration of Registrable Shares pursuant to this Section 11.2; provided that no registration statement shall be required to be initiated or declared effective prior to the date that the Notes may be converted in accordance with the terms of paragraph 3 of the Notes. The right to demand registration under this Section 11.2 may be exercised on two separate occasions; provided, that if a request is withdrawn in accordance with the terms hereof, it shall not be deemed to be a demand for registration. A shelf registration may be demanded pursuant to this Section 11.2. These demand registration rights may only be exercised if the Majority Registered Holders give notice to the Company to the effect that holders of Registrable Shares intend to (i) transfer all or any part of the Registrable Shares or (ii) convert all or any part of the Notes and transfer all or any part of the Registrable Shares issuable upon the conversion thereof under such circumstances that a public distribution (within the meaning of the Securities Act) of the Registrable Shares will be involved, then the Company (A) within 10 days after receipt of a Notice such notice shall give written notice of the proposed registration pursuant to this Section 11.2 to the other holders of Registrable Shares and (B) within 45 days after receipt of such notice from any Holder at any time after the 180th day after the Closing DateMajority Registered Holders, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement pursuant to the Securities Act in order that all Registrable Shares of the holders requesting registration thereof either pursuant to the original notice from the Majority Registered Holders give pursuant to this sentence or by written notice given to the Company during such 45-day period, may be sold under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Actas promptly as is practicable thereafter. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership Company shall use commercially reasonable its best efforts to cause any such Registration Statement registration to become effective as soon promptly as reasonably is practicable and to keep the prospectus included therein current for 135 days after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein date thereof or until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offeringdistribution shall be completed, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offeringwhichever first occurs; provided, however, that such holders shall furnish the Partnership Company with such appropriate information as is required in connection with such registration as the Company may reasonably request in writing. If, at the time the Company receives notice pursuant to this Section 11.2, it would be impossible or impracticable to include the Company's most recent fiscal year-end financial statements as the most recent certified financial statements required to be included in the registration statement, the Company's obligation to effect a registration pursuant to this Section 11.2 shall have be suspended until the exclusive right Company's next fiscal year-end financial statements are due in accordance with applicable securities law regulations applicable to select reporting companies, and at which time the bookrunning managersCompany shall again be required to effect the registration pursuant to this Section 11.2 unless the request for registration has been withdrawn by the Majority Registered Holders. The Partnership and such Selling Holders If the managing underwriter for any offering made pursuant to this Section 11.2 (who shall enter into an underwriting agreement in customary form that is reasonably acceptable be selected by the Majority Registered Holders, subject to the Partnership and take consent of the Company, which consent shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all reasonable actions as are of the Registrable Shares requested to be included in such registration by the managing underwriters holders of Registrable Shares would materially adversely affect the distribution of all such securities, then there shall be included in such registration only the shares of the holders of Registrable Shares pro rata based on the number of shares originally proposed to facilitate be registered by each holder of Registrable Shares and no other securities of the Underwritten Offering Company may be included in such registration. In lieu of having its number of Registrable Shares included in the registration reduced pursuant to the previous sentence, any holder of Registrable Shares thereof may, at its sole option, delay its offering and sale of Registrable Securities therein. No Holder may participate in for a period not to exceed 120 days after the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms effective date of such underwriting agreementregistration as such managing underwriter shall reasonably request. In the event that the managing underwriter of such Underwritten Offering advises delay, the Partnership Company shall use its best efforts to effect any registration or qualification under the Securities Act and the Holder in writing that in securities or blue sky laws of any jurisdiction as may be necessary to permit such prospective seller to make its opinion proposed offering and sale following the inclusion end of all or some Registrable Securities would adversely such period of delay. A registration will not count as a demand registration under this Section 11.2 until it has become effective and materially affect the timing or success holders of the Underwritten Offering, Registrable Shares participating in the amount demand registration are able to register and sell at least 90% of the Registrable Securities that each Selling Holder Shares originally requested to be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringregistration.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership Company shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership Company shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership Company shall have the exclusive right to select the bookrunning managers. The Partnership Company and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at (i) At any time after the 180th day after expiration of the Closing Dateapplicable Lock-Up Period, any Preferred Holder and Sponsoring Holder shall severally have the Partnership shall option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for registering the resale offering and sale of the number and type of Registrable Securities from time to time on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 under the Securities Actpursuant to a Shelf Registration Statement (a “Demand Registration”). The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in Demand Notice must set forth the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that the Initiating Holder intends to include in such Holder or Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders reasonably anticipates will result in gross proceeds to be included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $30,000,000 in 75 million based on the aggregate pursuant to a Registration Statement in an Underwritten Offering, VWAP (the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering“Minimum Amount”) as of the date of the Demand Notice; provided, however, that the Partnership Minimum Amount shall not apply in the event that, as the result of Cutback Shares being removed from such Registration Statement pursuant to this Section 2(a)(i), the Registrable Securities of the Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of less than $75 million. If at any time the exclusive right Commission takes the position that some or all of the Registrable Securities proposed to select be included in a Registration Statement filed pursuant to a Demand Registration must be removed from such Registration Statement (such portion of the bookrunning managersRegistrable Securities, the “Cut Back Shares”) in order for all of the Registrable Securities in such Registration Statement filed pursuant to a Demand Registration to be eligible to be made on a delayed or continuous basis under the provisions of Rule 415 or for the Initiating Holder to not be named as an “underwriter” in such Registration Statement, then if the Initiating Holder so elects, the Company shall remove the Cutback Shares from such Registration Statement. The Partnership Any Cut Back Shares so removed pursuant to this Section 2(a)(i) shall be allocated among the Holders including Registrable Securities for resale on such Registration Statement on a pro rata basis. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of Section 2(a)(iii) if, as a result of the cutback provisions in this Section 2(a)(i) or Registrable Securities of Holders other than the Initiating Holder included in such Demand Registration pursuant to Section 2(a)(ii), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $75 million and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to (y) two-thirds of the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities therein. No the Initiating Holder may participate set forth in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringapplicable Demand Notice.

Demand Registration. Upon receipt of a Notice At any time and from any Holder at any time to time after the 180th day after first anniversary of the Closing Dateeffective date hereof but prior to the fifth anniversary of the effective date hereof, the Partnership holders of Underwriter Warrants shall have the right to make written request of the Company on one occasion to register under the Act at least fifty percent (50%) of the Underlying Stock which would be issuable upon exercise of the Underwriter Warrants pursuant to the terms and conditions hereof. The Underlying Stock specified in such request or a request pursuant to Section 3(d) hereof is referred to herein as the "Subject Stock." Promptly upon receipt of such request, the Company shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides on the applicable form for the resale registration of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall Subject Stock and use commercially reasonable its best efforts to cause such Registration Statement to become effective (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Act and the Rules and Regulations promulgated thereunder) as soon as reasonably practicable after to permit or facilitate the initial sale and distribution of the Subject Stock. Immediately upon receipt of a request for registration pursuant to this Section 3(c), the Company shall notify each of the holders of Underwriter Warrants of such request. Notwithstanding the provisions of this Section 3(c), if the Company shall furnish to the holders of Underwriter Warrants 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 it would be seriously detrimental to the Company and its shareholders for such a Registration Statement to be filed and it is therefore essential to defer a filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership Company shall retain underwriters that are reasonably acceptable have the right to defer such Selling Holders in order to permit such Selling Holders filing for a period of not more than one hundred twenty (120) days after receipt of the request from the holders of Underwriter Warrants to effect such disposition through an Underwritten Offeringa registration; provided, however, that the Partnership shall have Company may not utilize the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement more than once in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event any twenty-four (24) month period; and, provided further, that the managing underwriter holders of Underwriter Warrants may, at any time in writing, withdraw such Underwritten Offering advises request for such registration and preserve the Partnership and right provided in this Section 3(c) for the Holder in writing that in its opinion the inclusion holders of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in Underwriter Warrants to request such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringregistration.

Demand Registration. Upon receipt of a Notice from any Holder at At any time after the 180th day after following the Closing Date, the Partnership Initiating Holders may request in writing that the Company shall file a Registration Statement with respect to the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the and resale of all or part of the Registrable Securities, which may, at the option Shares held by them that are not subject to restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 of the Sponsor Letter Agreement, including without limitation on Form F-1 (a “Demand Registration”). As soon as practicable and in any event within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such Demand Registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice; provided that no Holder giving who holds Registrable Shares that are subject to restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 shall have any right to have such Notice, be a Holder’s Registrable Shares that are subject to such restriction on Transfer or forfeiture participate in such Registration Statement that provides except to the extent such restriction on Transfer or forfeiture has expired or been waived. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for; provided, however, that: (i) the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership Company shall not be required to effect any registration under this Section 2.3 within a period of ninety (90) days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; (ii) the registration shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to be at least US$35,000,000; and (iii) if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company that in the good faith judgment of the board of directors of the Company (the “Board”) it is not in the Company’s best interests to file such registration, the Company may defer the filing for up to ninety (90) days once during any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 7.12(a2.3 by giving written notice to the Company and the underwriter(s) of their request to file more than one Registration Statement in any twelve-month period nor withdraw prior to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing effectiveness of the Registration Statement and filed by the SEC with respect to remain effective and available such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration, then either the Initiating Holders shall reimburse the Company for the resale costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the Registrable Securities managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the Selling Holders named therein until shares to be excluded shall be determined in the earlier following order of priority: (i) six months following such Registration Statement’s effective date and shares held by shareholders other than the Holders, (ii) shares which the date on which all Registrable Securities covered Company may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by such Registration Statement have been sold. In the event one or more Holders request in a Notice (pro rata to dispose of a the respective number of Registrable Securities that such Holder or Shares requested by the Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 to be included in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offeringregistration); provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take any event all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested Shares must be included in such Underwritten Offering registration prior to any other shares of the Company. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2.3. The Company shall not be reduced on a Pro Rata basis required to effect more than two (2) registrations under this Section 2.3 for Initiating Holders (other than the aggregate amount that PTK Holder) and the managing underwriter deems Company shall not be required to effect more than one (1) registration under this Section 2.3 if the PTK Holder is the Initiating Holder. A registration will not have count as a requested registration under this Section unless and until the Registration Statement relating to such material and adverse effect. Any Holder may withdraw from such Underwritten Offering registration has been declared effective by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingCommission.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Datetime, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section ‎Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at (i) At any time after the 180th day after the Closing Date, any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Partnership (a “Demand Notice”), to require the Partnership to, pursuant to the terms and subject to the limitations set forth in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms set forth in the Demand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the “Initiating Holder”), the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) Statement providing for the resale offer and sale of the Registrable SecuritiesSecurities identified in such Demand Notice, which Registration Statement may, at the option of the Holder giving such NoticeInitiating Holder, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities ActAct in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. The Partnership shall not have the right to elect that any Demand Registration be required made pursuant to this Section 7.12(a) to file more than one a Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) for not less than six months following such Registration Statement’s effective date and (ii) the date on which or such shorter period when all Registrable Securities covered by such Registration Statement have been soldsold (the “Effectiveness Period”); provided, however, that the Partnership shall not be required to effect the Registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Partnership receives a Demand Notice from one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 satisfies the conditions set forth in the aggregate pursuant to a Registration Statement in an Underwritten Offeringimmediately preceding sentence, the Partnership shall retain such underwriters that and bookrunning managers as are reasonably acceptable to such mutually agreed by the Partnership and the Selling Holders in order to permit such Selling Holders to effect such disposition offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In agreement or as the event that the managing underwriter of General Partner may determine is reasonably necessary to effect such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; , provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt the written request (a “Notice”) by Holders owning at least 500,000 of a Notice from any Holder at any time after the 180th day after the Closing Datethen outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 90 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateHolders). The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available and requested by the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon (a) As promptly as practicable following written demand from the Noteholder Representative following the occurrence of an Event of Default, but in no event later than twenty days following receipt of a Notice from any Holder at any time after the 180th day after the Closing Datesuch demand, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of all Registrable Securities (the Registrable Securities“Shelf Registration Statement”), which may, at including the option of the Holder giving such Notice, prospectus to be a used in connection therewith. The Shelf Registration Statement that provides for the resale of the Registrable Securities from time to time shall be filed on Form S-3 pursuant to Rule 415 under the Securities Act. The Partnership shall not Act or any successor form or rule that may be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in adopted by the aggregateCommission. The Partnership shall use commercially its reasonable commercial efforts to cause such the Shelf Registration Statement to become effective as soon promptly as reasonably practicable after the initial filing of the Registration Statement and to remain effective and to the extent necessary to ensure that it is available for the resale of all Registrable Securities until all Common Units covered by such Shelf Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). If the Partnership is unable to file, cause to be effective or maintain the effectiveness of the Shelf Registration Statement as required under this Section 2.1(a), the Noteholder Representative shall have the right to require the Partnership to register under and in accordance with the provisions of the Securities Act the resale of all or any portion of the Registrable Securities by in accordance with the Selling Holders named therein until provisions hereof as soon as the earlier Partnership becomes able to file, cause to be effective and maintain the effectiveness of (i) six months following such Shelf Registration Statement’s effective date and . Following receipt of such request from the Noteholder Representative (ii) which shall specify the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a approximate aggregate number of Registrable Securities that the resale of which is to be registered and the expected method or methods of disposition of such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingRegistrable Securities), the Partnership shall retain underwriters that are use its reasonable commercial efforts to file as promptly as reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; providedpracticable, however, that but not later than 90 days after receipt by the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and of such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable request, a registration statement relating to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering offer and sale of the Registrable Securities thereinrequested to be included therein by the Noteholder Representative in accordance with the method(s) of distribution specified by the Noteholder Representative (the “Demand Registration Statement”) and shall use its reasonable commercial efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Holder may participate in Person other than the Underwritten Offering unless it agrees Noteholder Representative shall be permitted to sell its Registrable Securities covered by offer securities under the Shelf Registration Statement on or the terms and conditions Demand Registration Statement without the written consent of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingNoteholder Representative.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateHolder, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds an aggregate of at least $30,000,000 in the aggregate 20.0 million of Registrable Securities pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at (a) At any time from and after the 180th day after date that is [*] from the Closing Datedate of this Agreement, the Partnership shall file with Majority Holders may request in writing that the Commission as promptly as reasonably practicable a Company effect the registration statement under the Securities 1933 Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale any or all of the Registrable Securities from time held by such requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable *Confidential Treatment Requested Securities. Except as otherwise provided herein, the Company shall prepare and (within 90 days after such request has been given) file with the Securities and Exchange Commission (the “SEC”) a registration statement with respect to time (x) all Registrable Securities included in such request and (y) all Registrable Securities included in any request delivered by the Requesting Holders pursuant to Section 2.1(f) (together, the “Covered Registrable Securities”), and thereafter use its reasonable efforts to effect the registration under the 1933 Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which requested method of disposition may be a Rule 415 under Offering, provided that the Securities Act. The Partnership Company shall not be required to maintain the effectiveness of a registration statement relating to a Rule 415 Offering to the extent the securities included in such registration cease to be Registrable Securities); provided further that the Company shall not be obligated to effect any such registration pursuant to this Section 7.12(a2.1(a) (i) during the period starting with the date of filing of, and ending on the date 90 days following the effective date of, a registration statement pertaining to a public offering initiated or requested by the Company or any stockholder other than a Holder, (ii) if within 30 days of receipt of a written request from the Requesting Holders, the Company gives notice to the Requesting Holders of the Company’s intention to make a public offering within 90 days for the Company’s account or (iii) if the Company furnishes to the Requesting Holders a certified resolution of the Board of Directors stating that in the Board of Directors’ good faith judgment it would be materially prejudicial (a “Materially Prejudicial Condition”) to the Company for such a registration statement to be filed and become effective, and, if requested by the Requesting Holders (and subject to their entering into a customary confidentiality obligation as to such information), setting forth in reasonable detail the general reasons for such judgment. The Company shall also be able to suspend the use of, or withdraw and terminate the effectiveness of, any effective registration statement by furnishing the Holders with a certified copy of such resolution of the Board of Directors as to a Materially Prejudicial Condition. Upon receipt of such certified copy, the Holders shall immediately discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, the Holders shall deliver to the Company all copies, other than permanent file more than copies, of the prospectus covering such Registrable Securities that is current at the time of receipt of such notice. The Company shall promptly deliver to each Requesting Holder or Holders, as applicable, written notice of the non-existence of any Materially Prejudicial Condition with respect to which the Company previously furnished notice. Neither the filing nor the effectiveness of any such registration statement may be delayed, or the use of the prospectus contained in any such registration statement suspended, for a period in excess of 90 days due to the occurrence of any particular Materially Prejudicial Condition and the Company may exercise its delay or suspension rights on only one Registration Statement occasion in connection with any registration request under Section 2.1 in any twelve-month period nor period. If requested by the Initial Requesting Holders, the Company shall, if any registration statement shall have failed to file more than three Registration Statements in have been filed or shall have been suspended, withdrawn or terminated because of a Materially Prejudicial Condition, promptly after such time as the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after Materially Prejudicial Condition no longer exists or, if earlier, at the initial filing end of the Registration Statement and 90-day period following the occurrence of such Materially Prejudicial Condition, file the unfiled registration statement, a post-effective amendment to remain effective and available for the resale of suspended registration statement and/or an amended or supplemented prospectus thereto, or a new registration statement covering the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities that were covered by such Registration Statement have been sold. In unfiled, suspended or withdrawn or terminated registration and maintain the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that effectiveness thereof for such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that time as is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringthis Agreement.

Demand Registration. Upon receipt of a Notice from any Holder at At any time after the 180th day expiration of any applicable lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (or if such lock-up period is waived by such Managing Underwriter, from and after such earlier date), upon the Closing Datewritten request (a “Notice”) by a Holder or Holders collectively owning at least 250,000 of the then outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 60 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a . Each Registration Statement that provides shall be on (i) Form S-3 providing for the resale of the Registrable Securities from time an offering to time be made on a continuous basis pursuant to Rule 415 under the Securities Act. The Act relating to the offer and sale of securities from time to time (a “Shelf Registration Statement”), or (ii) if the Partnership shall is not be required then eligible to file on Form X-0, Xxxx X-0 or another form pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in other rule or regulation promulgated under the aggregateSecurities Act, or any successor rule that may be adopted by the Commission. The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available and requested by the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt of the written request (a Notice from any Holder at any time after the 180th day after the Closing Date“Notice”) by one or more Holders, the Partnership EVA shall promptly file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 30 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities ActHolders (a “Shelf Registration Statement”)). The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership EVA shall use its commercially reasonable efforts to cause such each Registration Statement to be declared effective by the Commission or otherwise become effective as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. EVA shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateIf, pursuant to Section 2.1, the Partnership shall file with Initiating Holders intend to distribute the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such Registration Statement have been soldinformation in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the event one or more Holders request in a Notice right of any Holder to dispose of a number of include such Holder’s Registrable Securities that in such Holder or Holders reasonably anticipates will result registration shall be conditioned upon such Holder’s participation in gross proceeds such underwriting and the inclusion of at least $30,000,000 such Holder’s Registrable Securities in the aggregate pursuant underwriting to a Registration Statement the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall Section 2.4(f)) enter into an underwriting agreement in customary form that is reasonably acceptable to with the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale underwriter(s) selected for such underwriting. If any Holder disapproves of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of any such underwriting, such Holder may elect to withdraw therefrom by promptly delivering written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting agreementshall be excluded and withdrawn from the registration unless such registration is a registration statement for a delayed or continuous offering under Rule 415 of the Securities Act. In Notwithstanding any other provision of this Section 2.3, if the event that underwriter(s) advise(s) the managing underwriter of such Underwritten Offering advises the Partnership and the Holder Initiating Holders in writing that in its opinion marketing factors require a limitation on the inclusion number of shares to be underwritten, then the Initiating Holders shall so advise all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Selling Holder requested or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such Underwritten Offering underwriting shall not be reduced on a Pro Rata basis unless all other securities are first entirely excluded from the underwriting; provided, further, that Holders of Series F Preferred Stock and Series G Preferred Stock shall not be affected by any such limitation until such time as the limitation shall have been applied to all other Holders of Registrable Securities. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringnearest 100 shares.

Demand Registration. Upon receipt the written request (a “Notice”) by Sponsor or by Holders owning at least twenty percent (20%) of a Notice from any Holder at any time after the 180th day after the Closing Datethen-outstanding Registrable Securities, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 90 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) providing for under the resale of the Registrable Securities, Securities Act (which Registration Statement may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Holders (a “Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement”)). The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon (a) At any time after receipt of a Notice written request (a "Demand Notice") from any a Holder at any time after (the 180th day after "Initial Demanding Holder") requesting that the Closing DateIssuers effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Securities which request specifies the intended method or methods of disposition thereof, and subject to Section 2(c) hereof, the Partnership Issuers shall file with the Commission as promptly as reasonably practicable notify all Holders of record in writing of the receipt of such Demand Notice and each such Holder may elect (by written notice sent to the Issuers within 10 Business Days from the date of such Holder's receipt of the aforementioned Issuers' notice) to have all or part of such Holder's Securities included in such registration thereof pursuant to this Section 2(a), and such Holder shall specify in such notice the number of Securities that such Holder elects to include in such registration. Thereupon, the Issuers shall, as promptly as reasonably practicable and in any event on or prior to the date that is 45 days after the date of receipt of a Demand Notice, file with the Commission and thereafter use its reasonable best efforts to cause to be declared and remain effective on the terms described herein, a registration statement (a "Demand Registration Statement") on an appropriate form under the Securities Act (each, a “Registration Statement”) providing for relating to the resale offer and sale of the Registrable SecuritiesSecurities which the Issuers have been so requested to register by such Holders (the "Participating Demand Holders"), which may, at to the option extent required to permit the disposition (in accordance with the intended method or methods thereof) of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offeringso registered; provided, however, that the Partnership aggregate value of the Securities requested to be registered be at least $17,500,000; and provided, further, that the Issuers shall be deemed not to have used their reasonable best efforts to keep the exclusive right Demand Registration Statement effective during the requisite period if they voluntarily take any action that would result in a Participating Demand Holder not being able to select offer and sell the bookrunning managersSecurities covered thereby during that period, unless such action is required by applicable law. The Partnership and Issuers will use their reasonable best efforts to keep the Demand Registration Statement continuously effective through the maturity date of the Securities or such Selling Holders shall enter into an underwriting agreement shorter period when all of the Securities registered thereunder have been disposed pursuant thereto in customary form that is reasonably acceptable order to permit the Partnership and take all reasonable actions as are requested prospectus included therein to be lawfully delivered by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingParticipating Demand Holders.

Demand Registration. Upon receipt the written request (a “Notice”) of a Notice from any Holder the Holders of at any time after least 2 million of the 180th day after the Closing Datethen-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateHolders). The Partnership shall use its commercially reasonable efforts to cause such Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request in a Notice documents incorporated therein by reference) shall comply as to dispose form with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Datetime, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt (a) The Covered Holders shall have the right, on one occasion, to require the Company (subject to the next sentence) to use its reasonable best efforts to register for offer and sale, pursuant to a Registration Statement on Form S-1 or Form S-3 (including a shelf registration pursuant to Rule 415), all or a portion of the Registrable Securities then outstanding; provided, however, that, without limiting the foregoing, so long as the Company is S-3 Eligible, then the Covered Holders shall also have the right, on not more than one occasion every six months, to require the Company to register for offer and sale pursuant to a Notice from any Holder Registration Statement on Form S-3 if so requested by a majority of the Covered Holders (which majority shall be calculated based on the number of Registrable Securities held by all Covered Holders) all or a portion of the Registrable Securities then outstanding with an expected aggregate offering price of at any time least $1,000,000. As promptly as practicable after the 180th day after Company receives a notice from the Closing DateCovered Holders (a "Demand Notice") demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 2(b), the Partnership Company shall (i) file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for relating to the resale offer and sale of the Registrable Applicable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(aand, thereafter, (ii) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially all reasonable efforts to cause such Registration Statement to become be declared effective under the Securities Act as soon promptly as reasonably practicable after the initial date of filing of such Registration Statement; provided, however, that no Covered Holder shall be entitled to be named as a selling shareholder in the Registration Statement and or to remain effective and available use the Prospectus forming a part thereof for the resale resales of the Registrable Securities unless such Covered Holder is an Electing Holder. All Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Subject to Section 2(b), the Company shall use all reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Selling Covered Holders named therein until for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (i) six months following 90 days from the Effective Time of such Registration Statement (or such longer period, not to exceed 120 days, as in the judgment of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer in accordance with the plan of distribution included in such Registration Statement’s effective date ) and (ii) the date on which such time as all Registrable Securities covered by of such Registration Statement securities have been sold. In the event one or more Holders request in a Notice to dispose disposed of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingElecting Holders.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20,000,000 in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateHolder, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided underwriter; provided, such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of If a Notice from any Holder at any time holds Registrable Securities that it desires to sell, and if (but only if), after the 180th day after the Closing Dateconsultation with legal counsel, the Partnership Holder determines in good faith that there is reasonable uncertainty as to whether Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is available to enable such Holder to dispose of the number of Registrable Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then, at the option and upon the written request of the Holder (such written request to affirm that the Holder has consulted with legal counsel regarding whether Rule 144 or another exemption from registration is available), TLP shall file with the Commission as promptly expeditiously as reasonably practicable possible after receiving such written request, and use reasonable best efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold (the "Effectiveness Period"), a registration statement under the Securities Act (eachincluding, as provided below or as otherwise elected by TLP, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to shelf registration statement permitted by Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in registering the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing offering and sale of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such specified by the Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a ("Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten OfferingStatement"); provided, however, that TLP shall not be required to effect more than four registrations pursuant to this Section 2.01; and provided further, that TLP shall not be required to effect the Partnership shall have registration of fewer than the exclusive right lesser of 200,000 Registrable Securities (as adjusted to select account for any split or reverse split of the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to Common Units) or the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities thereincurrently outstanding and held by all HoldersoHold. No Notwithstanding anything herein to the contrary, no Holder may participate in the Underwritten Offering unless it agrees will be entitled to sell its demand that any Registrable Securities covered be registered pursuant to this Section 2.01(a) if such Registrable Securities were outstanding at the time of any prior registration effected by TLP pursuant to this Section 2.01. If the Holders' demand registration rights will be permanently exhausted pursuant to this Section 2.01(a) following the then-current demand, then the Registration Statement on for the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required then-current demand shall be a shelf registration statement permitted by Rule 415 under the terms of such underwriting agreement. In Securities Act if so elected by the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolder.

Demand Registration. Upon receipt In addition to registration of a Notice from Registrable Securities under Section 2.1 hereof, any Holder or group of Holders may at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable make a written request (a “Demand Request”) for registration statement on any appropriate form under the Securities Act of a number of Registrable Securities by means of a public offering involving an underwriting that (eachi) represents at least 5% of either the Notes or the shares of Class A Common Stock outstanding on the date of the Demand Request or (ii) has an aggregate market value on the date of the Demand Request of greater than $7.5 million (such written Request, a “Registration StatementDemand Registration”) providing for ). Such Demand Requests shall specify the resale amount of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant be registered and the intended method or methods of disposition. BGC Partners shall, subject to Rule 415 the provisions of this Section 2.2 and to the Holders’ compliance with their obligations under the provisions of this Agreement, as promptly as practicable register under the Securities ActAct all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein. The Partnership shall not Shares of Class A Common Stock may be required registered for offer and sale in any Demand Registration: (A) by BGC Partners if and only if the Investor consents to such registration and (B) pursuant to this any contractual piggyback registration of third parties; provided, however, that all Registrable Securities included in such Demand Request shall first be included in such registration, followed by any such shares on a pro rata basis. As promptly as practicable thereafter, but subject to Section 7.12(a) 2.4 hereof, BGC Partners shall use its reasonable best efforts to file more than one with the SEC a Registration Statement Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in any twelve-month period nor accordance with the intended method or methods set forth in their notices to file more than three Registration Statements in the aggregateBGC Partners. The Partnership BGC Partners shall use commercially its reasonable best efforts to cause such Registration Statement to become be declared effective by the SEC as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (iperiod described in Section 3.1(a) six months following such Registration Statement’s effective date and (ii) hereof. Each Demand Request shall be irrevocable except as otherwise expressly provided herein. Notwithstanding anything to the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request contrary in a Notice to dispose of a number of Registrable Securities that such this Article II, no Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable require BGC Partners to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of register any Registrable Securities therein. No Holder may participate pursuant to this Section 2.2 during any period (not to exceed 180 days) following the closing of the completion of a distribution of securities offered by BGC Partners that would cause BGC Partners to breach a lock-up provision contained in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of for such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringdistribution.

Demand Registration. (a) Upon receipt the written request of a Notice from any Holder at any time Lincoln Park, as lead Investor pursuant to the Lincoln Park Registration Rights Agreement, delivered to the Company on or after the 180th day after the Closing Registration Rights Commencement Date, the Partnership Company shall promptly provide a copy of the Lincoln Park Notice to the Holder and also prepare, and on or prior to its Filing Date shall file with the Commission as promptly as reasonably practicable 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. 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 Form S-1 or another appropriate registration statement form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by the Holder) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that the Holder shall not be required to be named as an “underwriter” without the Holder’s express prior written consent. Provided, however, that if the Staff of the Commission shall issue a comment letter requiring the Holder to be named as underwriter and the Holder declines to be so named, the Company’s obligations under this Agreement shall be suspended. The Holder also acknowledges that if the Company’s obligations pursuant to Section 2(a) of the Lincoln Park Registration Rights Agreement are suspended then the Company’s obligations pursuant to this Agreement shall also be suspended. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act (eachas promptly as possible after the filing thereof, a “Registration Statement”) providing for but in any event no later than the resale of the Registrable Securitiesapplicable Effectiveness Date, which may, at the option of the Holder giving and shall use its best efforts to keep such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 continuously effective under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein Act until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which that all Registrable Securities covered by such Registration Statement (i) have been sold. In , thereunder or pursuant to Rule 144 or Section 4(a)(1) under the event one Securities Act, or more Holders request (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in a Notice compliance with the current public information requirement under Rule 144, as determined by the counsel to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate Company pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable written opinion letter to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; providedeffect, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership addressed and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership Transfer Agent and take all reasonable actions the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as are requested of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the managing underwriters to facilitate the Underwritten Offering and sale effectiveness of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the a Registration Statement on the terms and conditions of same Trading Day that the underwriting agreement and completes and delivers all necessary documents and information reasonably required under Company telephonically confirms effectiveness with the terms Commission, which shall be the date requested for effectiveness of such underwriting agreementRegistration Statement. In The Company shall, by 9:30 a.m. Eastern Time on the event that Trading Day after the managing underwriter effective date of such Underwritten Offering advises Registration Statement, file a final Prospectus with the Partnership and Commission as required by Rule 424. Failure to so notify the Holder in writing that in its opinion the inclusion within one (1) Trading Day of all such notification of effectiveness or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering failure to file a final Prospectus as foresaid shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringdeemed an Event under Section 2(d).

Demand Registration. Upon receipt of a Notice from any Holder If at any time after the 180th day after the Closing Datefirst anniversary of this Agreement, the Partnership REIT shall receive a written request from Eligible Holders who in the aggregate own at least 50% of the total number of shares of Common Stock then included in the Registrable Securities (the "Majority Holders"), to register the sale of all or part of such Registrable Securities, the REIT shall, as promptly as practicable, and in any event not later than forty-five (45) days after such request, at the REIT's sole cost and expense (other than the fees and disbursements of counsel for the Eligible Holders, and the underwriting discounts if any, payable in respect of the Registrable Securities sold by the Eligible Holders), prepare and file with the Commission as promptly as reasonably practicable a registration statement under on Form S-3 for only the Securities Act Eligible Holders, so long as either (each, a “Registration Statement”i) providing for such registration covers the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale all of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and or (ii) the date on which all Registrable Securities covered anticipated aggregate offering price contemplated by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of registration is at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering10,000,000. Within five business days after receiving any request contemplated by this Section 1(b), the Partnership REIT shall retain underwriters that are reasonably acceptable give written notice to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; providedall the other Eligible Holders, however, advising each of them that the Partnership shall have REIT is proceeding with such registration and offering to include therein all or any portion of any such other Eligible Holder's Registrable Securities, provided that the exclusive right REIT receives a written request to select the bookrunning managers. The Partnership and do so from such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested Eligible Holder within thirty (30) days after receipt by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless him or it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreementREIT's notice. In the event that the managing underwriter of Form S-3 is unavailable for such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringa registration, the amount REIT shall use such other form as is available for such a registration, subject to the provisions below. The REIT shall use its best efforts to have the registration statement declared effective by the Commission as soon as practicable and within ninety (90) days of its filing. If at any time after the first anniversary of this Agreement, Form S-3 is not available for any registration of Registrable Securities hereunder, the REIT shall (A) register the sale of the Registrable Securities on another appropriate form and (B) undertake to register the Registrable Securities on Form S-3 as soon as such form is available (a "Replacement Registration"), provided that each Selling Holder requested be included the REIT shall maintain the effectiveness of the registration statement then in effect until such Underwritten Offering shall be reduced on a Pro Rata basis time as the Replacement Registration covering the Registrable Securities has been declared effective by the Commission so long as the anticipated aggregate offering price contemplated by such registration is at least $10,000,000. Notwithstanding any provision to the aggregate amount contrary contained herein, the REIT shall not be obligated to effect more than a total of three (3) registrations on any form other than Form S-3 during the term of this Agreement; provided that the managing underwriter deems will REIT shall not have be obligated to effect any such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice non-Form S-3 registrations within six (6) months of each other, based on the effective date thereof, but not taking into account, any registration pursuant to Section 1(a) or any registrations that fail to become effective or to remain effective for the Partnership and the managing underwriter; provided such notice is delivered prior to the launch contemplated period of such Underwritten Offeringeffectiveness.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 25 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.managing

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three a Registration Statements in Statement within 120 days of the aggregateeffective date of any Registration Statement filed by the Partnership. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 25 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of If a Notice from any Holder at any time holds Registrable Securities that it desires to sell, and if (but only if), after the 180th day after the Closing Dateconsultation with legal counsel, the Partnership Holder determines in good faith that there is reasonable uncertainty as to whether Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is available to enable such Holder to dispose of the number of Registrable Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then, at the option and upon the written request of the Holder (such written request to affirm that the Holder has consulted with legal counsel regarding whether Rule 144 or another exemption from registration is available), TLP shall file with the Commission as promptly expeditiously as reasonably practicable possible after receiving such written request, and use reasonable best efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold (the "Effectiveness Period"), a registration statement under the Securities Act (eachincluding, as provided below or as otherwise elected by TLP, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to shelf registration statement permitted by Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in registering the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing offering and sale of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such specified by the Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a ("Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten OfferingStatement"); provided, however, that TLP shall not be required to effect more than four registrations pursuant to this Section 2.01; and provided further, that TLP shall not be required to effect the Partnership shall have registration of fewer than the exclusive right lesser of 200,000 Registrable Securities (as adjusted to select account for any split or reverse split of the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to Common Units) or the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale number of Registrable Securities thereincurrently outstanding and held by all Holders. No Notwithstanding anything herein to the contrary, no Holder may participate in the Underwritten Offering unless it agrees will be entitled to sell its demand that any Registrable Securities covered be registered pursuant to this Section 2.01(a) if such Registrable Securities were outstanding at the time of any prior registration effected by TLP pursuant to this Section 2.01. If the Holders' demand registration rights will be permanently exhausted pursuant to this Section 2.01(a) following the then-current demand, then the Registration Statement on for the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required then-current demand shall be a shelf registration statement permitted by Rule 415 under the terms of such underwriting agreement. In Securities Act if so elected by the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolder.

Demand Registration. Upon At any time during the period commencing on the date that is six (6) months after the Effective Date and ending on the date that is nine (9) months after the Effective Date, if the Minimum Offering Condition is satisfied, any Holder or Holders may deliver to the Company a written notice (“Demand Registration Notice”) requesting that the Company file a Registration Statement (a “Demand Registration Statement”) to register in an underwritten offering (i) the sale of Registrable Shares by Holders, and/or (ii) the sale of Class A Common Shares by the Company, the proceeds of which will be used to purchase Units and pay related offering expenses. Within seven (7) Business Days of receipt of a Demand Registration Notice, the Company shall send a written notice (a “Notice from of Demand Registration”) to all other Holders notifying them of such Demand Registration Notice, and requesting that they respond if they want to participate in such offering. An Existing Holder may elect to participate in such offering as a selling shareholder of Registrable Shares. A Holder of Units may elect to participate in such offering by requesting that the Company purchase a number of such Holder’s Units at the closing of the offering at a price per Unit equal to the price per Class A Common Share received by the Company (net of all underwriting discounts and commissions) in such offering. Any Holder electing to sell Units in connection with an offering undertaken pursuant to a Demand Registration Notice shall execute and deliver a purchase agreement in such form as is reasonably requested by the Company (a “Unit Purchase Agreement”). The Notice of Demand Registration shall request that Holders respond in writing within ten (10) Business Days if they want to participate in such offering, and indicate in such response the number of their Registrable Shares requested to be included (or Units requested to be sold). The Company may elect to include a Unit Purchase Agreement with such Notice of Demand Registration, and require that any Holder at any time electing to sell Units in connection with such offering must deliver a Unit Purchase Agreement that has been duly executed by such Holder, together with such Holder’s written response indicating its intention to participate in such offering. Any Holder that fails to respond in writing within ten (10) Business Days shall be deemed to have elected not to participate in such offering. As promptly as practicable following receipt of a Demand Registration Notice, and after other Holders have had an opportunity to respond to the 180th day after the Closing DateNotice of Demand Registration, the Partnership Company shall prepare and file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Demand Registration Statement”) providing for the resale Statement that registers all of the Registrable SecuritiesShares, with respect to which maythe Company has received written requests for participation therein from the Holders, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall and use commercially its reasonable efforts to cause such Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after practicable. For the initial filing avoidance of doubt, the Company shall only be required to file one (1) Demand Registration Statement pursuant to this Section 3(b). All of the Registration Statement and to remain effective and available for the resale provisions of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and clauses (ii) – (vii) of Section 3(c) shall apply to the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate offering undertaken pursuant to a the Demand Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingNotice.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three a Registration Statements in Statement within 120 days of the aggregateeffective date of any Registration Statement filed by the Partnership. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such 77 Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 25 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt the written request (a “Notice”) of a Notice from any Holder the Holders of at any time after least 2 million of the 180th day after the Closing Datethen-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission as promptly soon as reasonably practicable following the receipt of the Notice a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateHolders). The Partnership shall use its commercially reasonable efforts to cause such Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request in a Notice documents incorporated therein by reference) shall comply as to dispose form with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon The Company, upon written demand (a “Demand Notice”) of the Holder agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall and use its commercially reasonable efforts to cause such Registration Statement have the registration statement declared effective promptly thereafter, subject to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities compliance with review by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten OfferingCommission; provided, however, that the Partnership Company shall have not be required to comply with a Demand Notice if the exclusive right Company has filed a registration statement with respect to select which the bookrunning managersHolder is entitled to piggyback registration rights pursuant to Section 5(b) hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The Partnership sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Selling Demand Notice. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5(a), but the Holders shall enter into an pay any and all underwriting agreement commissions and the expenses of any legal counsel selected by the Holders to represent them in customary form that is reasonably acceptable connection with the sale of the Registrable Securities. The Company agrees to use its commercially reasonable efforts to cause the Partnership filing required herein to become effective promptly and take all reasonable actions to qualify or register the Registrable Securities in such States as are reasonably requested by the managing underwriters Holder(s); provided, however, that in no event shall the Company be required to facilitate register the Underwritten Offering and sale of Registrable Securities thereinin a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. No Holder may participate in The Company shall cause any registration statement filed pursuant to the Underwritten Offering unless it agrees demand right granted under Section 5(a) to sell its remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first given the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers opportunity to sell all necessary documents and information reasonably required under the terms of such underwriting agreementsecurities. In The Holders shall only use the event that prospectuses provided by the managing underwriter of Company to sell the Warrant Shares covered by such Underwritten Offering registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Partnership and the Holder in writing that in its opinion the inclusion of all such prospectus may no longer be used due to a material misstatement or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringomission.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon At any time following the six-month anniversary of the Eligible Conversion Date for the Initial Closing Date Notes (with respect to any shares of Company Common Stock issued or issuable in respect of Initial Closing Date Notes), the Eligible Conversion Date for the Initial Second Phase Notes (with respect to any shares of Company Common Stock issued or issuable in respect of Initial Second Phase Notes) or the Eligible Conversion Date for the Additional Notes (with respect to any shares of Company Common Stock issued or issuable in respect of Additional Notes), a Holder of Registrable Securities, or Holders of Registrable Securities, may deliver a written request to the Company in accordance with Section 16 hereof (a “Demand”), including in connection with a Note Holder Initiated Conversion, that the Company file a Registration Statement with respect to the Registrable Securities under the Act or maintain the effectiveness of an existing effective Shelf Registration Statement then on file and effective. Such Demand shall specify the number of Registrable Securities such Notice Holder intends to include in such registration (if the Conversion Price can be determined at such time) and the methods by which such Notice Holder intends to sell or dispose of such Registrable Securities. As soon as reasonably practicable after receipt of a Notice from any Holder at any time after the 180th day after the Closing Datesuch Demand, the Partnership Company shall (i) either confirm to such Notice Holder that an existing Shelf Registration Statement covering the Registrable Securities is filed and effective or it shall file and, as soon as practicable, cause a new Shelf Registration Statement covering the Registrable Securities to be declared effective by the Commission; (ii) if required by applicable law, file with the Commission as promptly as reasonably practicable a registration statement under post-effective amendment to the Securities Act (eachShelf Registration Statement or prepare and, if permitted or required by applicable law, file a “Registration Statement”) providing for supplement to the resale of the Registrable Securities, which may, at the option of Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the Holder giving delivering such Notice, be Demand is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and so that provides for the resale such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities from time to time pursuant to Rule 415 under in accordance with applicable law (provided that the Securities Act. The Partnership Company shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement supplement or post-effective amendment in any twelve90-month day period nor in accordance with this Section 3) and, if the Company shall file a post-effective amendment to file more than three the Shelf Registration Statements in the aggregate. The Partnership shall Statement, use its commercially reasonable efforts to cause such Registration Statement post-effective amendment to become be declared effective under the Act as soon promptly as reasonably is practicable; (iii) provide such Holder, upon request, copies of any documents filed pursuant to Section 3 hereof; and (iv) notify such Holder as promptly as practicable after the initial filing effectiveness under the Act of any post-effective amendment filed pursuant to Section 3 hereof; provided that if such Demand is delivered during a Blackout Period or a Deferral Period, the Company shall so inform the Holder delivering such Demand and shall take the actions set forth in clauses (ii), (iii) and (iv) above upon expiration of the Registration Statement and to remain effective and available for Blackout Period or the resale expiration of the Registrable Securities by the Selling Holders named therein until the earlier of (iDeferral Period in accordance with Section 5(j) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effecthereof. Any Holder may withdraw from such Underwritten Offering by notice that becomes a Notice Holder pursuant to the Partnership and provisions of this Section 3 (whether or not such Holder was a Notice Holder at the managing underwriter; provided such notice is delivered prior to effective date of the launch Shelf Registration Statement) shall be named as a selling securityholder in the Shelf Registration Statement or Prospectus in accordance with the requirements of such Underwritten Offeringthis Section 3.

Demand Registration. Upon receipt (a) In accordance with the requirements of Section 2.3 below, holders of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale majority of the Registrable Securities then outstanding may request that the Corporation shall use its commercially reasonable best efforts to file with the SEC, and to cause to be declared effective by the SEC, a registration statement on the applicable SEC form with respect to the resale from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale time, whether underwritten or otherwise, of the Registrable Securities by the Selling Holders named therein thereof (the “Demand Notice”). The Corporation shall also use its commercially reasonable best efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1 and keep such registration statement free of any material misstatements or omissions at all times, subject only to the limitations on effectiveness set forth below. The registration contemplated by this Section 2.1 is referred to herein as the “Demand Registration.” The Demand Registration shall be filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). The Corporation shall use its commercially reasonable best efforts to cause the registration statement filed on Form S-3 or any similar short-form registration as the Corporation may elect to remain effective until such date (the “Shelf Termination Date”) as is the earlier of (i) six months following such Registration Statement’s effective the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities, and (ii) the date on which all remaining Registrable Securities covered may be sold pursuant to Rule 144 and otherwise without restriction or limitation pursuant to Rule 144 (or any successor thereto) under the Securities Act, after taking into account any Holders’ status as an Affiliate of the Corporation as determined by counsel to the Corporation pursuant to a written opinion letter addressed to the Corporation’s transfer agent to such Registration Statement have been soldeffect. If the Corporation is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on another appropriate form in accordance herewith. In the event the Demand Registration must be effected on Form S-1 or any similar long-form registration as the Corporation may elect, the Corporation shall use commercially reasonable best efforts to file such registration as a Shelf Registration and the Corporation shall use its commercially reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. By 9:30 a.m. on the Trading Day immediately following the effective date of the applicable registration statement, the Corporation shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such registration statement. The Company shall not be required to effect a Demand Registration more than one or more Holders request in a Notice to dispose of a number time for the holders of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to as a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringgroup.

Demand Registration. Upon receipt the written request (a “Notice”) by Holdings or by Holders owning at least twenty percent (20%) of a Notice from any Holder at any time after the 180th day after the Closing Datethen outstanding Registrable Securities, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 90 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) providing for under the resale of the Registrable Securities, Securities Act (which Registration Statement may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Holders (a “Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement”)). The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a number of Registrable Securities that such material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Holder or Holders reasonably anticipates will result shall be limited to two demand registrations under this Section 2.01 in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; any twelve-month period (provided, however, that there shall be no limit on the number of Shelf Registration Statements that may be required by the Holders hereunder), and the Partnership shall have not be obligated to file more than one Registration Statement within 120 days after the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested effective date of any Registration Statement filed by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingPartnership.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $30.0 million in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at (a) At any time commencing one (1) year after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing date of the Registration Statement relating to the Public Offering (the "Registration Statement") and expiring five (5) years from the effective date of the Registration Statement, the Holders of the Representative's Warrants and/or Warrant Shares representing a "Majority" (as hereinafter defined) of the Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to remain effective the registration rights under Section 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and available file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the resale Company and counsel for the Holders, in order to comply with the provisions of the Registrable Securities Act, so as to permit a public offering and sale by such Holders and any other Holders of the Selling Holders named therein until Representative's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six nine (9) consecutive months (subject to the following such Registration Statement’s effective date and three sentences), or (ii) until the date on which sale of all Registrable Securities of the Warrant Shares requested to be registered by the Requesting Holders. If the Company determines that any such registration statement that the Company has filed pursuant to the preceding sentence may no longer be used under applicable law unless it is supplemented or amended, the Company shall notify the Holders that have securities covered by such Registration Statement have been sold. In registration statement and shall use its reasonable best efforts to effect the event one required amendment or more supplement reasonably expeditiously and thereafter shall promptly notify such Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effectaction has been taken. Any Holder that receives such a notice shall cease making any sales pursuant to such registration statement until the Company notifies such Holder that the required supplement or amendment has been duly effected. The nine-month period provided for in the second preceding sentence shall be extended by the number of days, if any, that sales under the registration statement may withdraw from such Underwritten Offering by notice not be made pursuant to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringpreceding sentence.

Demand Registration. Upon receipt the written request (a “Notice”) of a Notice from any Holder the Holders of at any time after least 2,000,000 units of the 180th day after the Closing Datethen-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateHolders). The Partnership shall use its commercially reasonable efforts to cause such Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply in a Notice all material respects as to dispose form with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities thereinHolders hereunder. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.Section 2.02

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateHolder, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month twelve‑month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds an aggregate of at least $30,000,000 in the aggregate 20.0 million of Registrable Securities pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds an aggregate of at least $30,000,000 in the aggregate [ ] Registrable Securities pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities Partnership Interests therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the 61 Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at (i) At any time after the 180th day after the Closing Date, any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Partnership (a “Demand Notice”), to require the Partnership to, pursuant to the terms and subject to the limitations set forth in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms set forth in the Demand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the “Initiating Holder”), the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) Statement providing for the resale offer and sale of the Registrable SecuritiesSecurities identified in such Demand Notice, which Registration Statement may, at the option of the Holder giving such NoticeInitiating Holder, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities ActAct in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. The Partnership shall not have the right to elect that any Demand Registration be required made pursuant to this Section 7.12(a) to file more than one a Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) for not less than six months following such Registration Statement’s effective date and (ii) the date on which or such shorter period when all Registrable Securities covered by such Registration Statement have been soldsold (the “Effectiveness Period”); provided, however, that the Partnership shall not be required to effect the Registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 1,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Partnership receives a Demand Notice from one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 satisfies the conditions set forth in the aggregate pursuant to a Registration Statement in an Underwritten Offeringimmediately preceding sentence, the Partnership shall retain such underwriters that and bookrunning managers as are reasonably acceptable to such mutually agreed by the Partnership and the Selling Holders in order to permit such Selling Holders to effect such disposition offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In agreement or as the event that the managing underwriter of General Partner may determine is reasonably necessary to effect such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; , provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at At any time after the 180th day after following the Closing Dateand expiration or waiver of any lockup applicable to such Holders party hereto, the Partnership Initiating Holders may request in writing that all or part of the Registrable Securities held by them shall file with the Commission as promptly as reasonably practicable a registration statement be registered under the Securities Act (each, a “Registration StatementDemand Registration”). Within ten (10) providing days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within seven (7) days after the resale receipt of the Registrable Securities, which may, at the option of the Company’s notice; provided that no Holder giving who is subject to a lockup with respect to such Notice, be a Registration Statement that provides for the resale of the Holder’s Registrable Securities from time shall have any right to time pursuant have such Registrable Securities participate in such registration or offering except to Rule 415 under the extent such lockup has expired or been waived. Thereupon, the Company shall effect the registration of all Registrable Securities Act. The Partnership as to which it has received requests for registration as soon as practicable; provided that (i) the Company shall not be required to effect any registration under this Section 2.3 (x) within a period of ninety (90) days following the effective date of a previous registration and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, in the aggregate, $50 million, and (ii) this provision shall not apply if a shelf registration on Form F-3 has been filed pursuant to Section 2.5 and is effective and available for use. The Company shall not be required to effect more than (A) two (2) registration under this Section 2.3 requested by the Sponsor and (B) three (3) registrations under this Section 2.3 requested by the Major Shareholder Initiating Holders. 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 Company Board it would be seriously detrimental to the Company or its shareholders for a registration under this Section 2.3 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.3, provided that the Company shall not utilize this right more than once in any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 7.12(a2.3 by giving written notice to the Company and the underwriter(s) of their request to file more than one Registration Statement in any twelve-month period nor withdraw prior to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing effectiveness of the Registration Statement and filed with the SEC with respect to remain effective and available such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration then either the Initiating Holders shall reimburse the Company for the resale costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offeringthis Section 2.3, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that if the managing underwriter of such Underwritten Offering advises the Partnership and the Holder Holders in writing that in its opinion marketing factors require a limitation on the inclusion dollar amount or the number of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringshares to be underwritten, then the amount of Registrable Securities proposed to be registered shall be reduced pro rata to the respective number of Registrable Securities held by the Holders; provided that each Selling Holder requested in any event all Registrable Securities held by the Initiating Holders and any other Holders that elect to participate in any such registration must be included in such Underwritten Offering shall be reduced registration (pro rata based on a Pro Rata basis to the aggregate total amount that the managing underwriter deems will not have of Registrable Securities held by each such material and adverse effect. Any Initiating Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered or other Holder, as applicable) prior to any other shares of the launch Company, including shares held by persons other than Holders. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 2.3 unless permitted to do so by the written consent of such Underwritten Offeringthe Initiating Holders.

Demand Registration. Upon receipt of a Notice from any Holder Subject to the provisions hereof and until the Termination Date, at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities Commencement Date and from time to time when the Company is eligible to use Form S-3ASR to register Common Stock and the Company has an effective Form S-3ASR registration statement on file, and so long as such time is not during a Closed Window Period, either Holder may request for the Company to register and sell Registrable Securities pursuant to Rule 415 under a Prospectus supplement (a “Demand Registration”), but only upon not less than five business days’ prior written notice to the Company, during which period the Company shall be entitled to implement a Suspension Period to the extent then permitted pursuant to Section 4. Each request for a Demand Registration shall specify the approximate number of Registrable Securities Actrequired to be registered. The Partnership Subject to Section 4 below, the Company shall not use reasonable commercial efforts to file a Prospectus supplement, to register for resale such number of Registrable Securities as requested to be required so registered pursuant to this Section 7.12(a2(a) within seven business days after a Holder’s request therefor. Within five calendar days after receipt by the Company of a Demand Registration in accordance with this Section 2(a), the Company shall give written notice (the “Notice”) of such demand to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing other Holder of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by and shall, subject to the Selling Holders named therein until the earlier of (ilimitations in Section 2(b) six months following below, include in such Registration Statement’s effective date and (ii) the date on which registration all Registrable Securities covered with respect to which the Company received written requests for inclusion therein within three business days after such Notice is given by the Company to such Holders. Notwithstanding the foregoing, the Company shall be entitled to delay for a period of no more than 40 calendar days filing a requested Demand Registration Statement have been sold. In if the event one or more Company delivers notice to the Holders within three business days of the receipt of the request in for such Demand Registration that the Company intends to carry out a Notice to dispose public offering of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross primary Company securities for cash proceeds of at least $30,000,000 in 100,000,000. It is understood that if the aggregate pursuant to a Registration Statement in Company does not have an Underwritten Offeringeffective Form S-3ASR registration statement on file with the SEC as of the Commencement Date, the Partnership Company will use reasonable commercial efforts to file such a Form S-3ASR registration statement on the Commencement Date that is available for the registration for resale by the Holders of the Registrable Securities. The Company shall retain underwriters that are reasonably acceptable use reasonable commercial efforts, subject to such Selling Holders and in order to permit such Selling Holders accordance with the provisions of this Agreement and applicable law, to effect the registration and sale by the Holders at the Commencement Date of such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions Registrable Securities as are requested by the managing underwriters Holders to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringregistered.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after As soon as practicable following the Closing Dateof the purchase of the Purchased Units pursuant to the terms of the Purchase Agreement, for which Ferrellgas shall use its reasonable best efforts to complete within 45 days of the Partnership Closing, Ferrellgas shall prepare and file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for to permit the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the public resale of the Registrable Securities from time to time pursuant to as permitted by Rule 415 under of the Securities ActAct (the “Shelf Registration Statement”). The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership Ferrellgas shall use commercially its reasonable best efforts to cause such the Shelf Registration Statement to become effective as soon as reasonably practicable no later than 120 days after the initial filing date of the Closing (the “Shelf Registration”). A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by Ferrellgas; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Ferrellgas in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to remain effective be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Ferrellgas shall use its reasonable best efforts to include such information in the prospectus. Ferrellgas shall cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act and ending on the earlier to occur of (i) six months following such the date all Registrable Securities covered by the Shelf Registration Statement’s effective date Statement have been distributed in the manner set forth and as contemplated in the Shelf Registration Statement and (ii) the date on which all the Registrable Securities covered by such cease to be Registrable Securities hereunder in accordance with Section 1.02 (the “Effectiveness Period”). The Shelf Registration Statement have been sold. In when declared effective (including the event one or more Holders request documents incorporated therein by reference) will comply in a Notice all material respects as to dispose form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a number of Registrable Securities that such Holder material fact or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in omit to state a material fact required to be stated therein or necessary to make the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will statements therein not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringmisleading.

Demand Registration. Upon receipt of a Notice from any Holder at (i) At any time after the 180th day after expiration of the Closing Dateapplicable Lock-Up Period, any Preferred Holder and Sponsoring Holder shall severally have the Partnership shall option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for registering the resale offering and sale of the number and type of Registrable Securities from time to time on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 under the Securities Actpursuant to a Shelf Registration Statement (a “Demand Registration”). The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in Demand Notice must set forth the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that the Initiating Holder intends to include in such Holder or Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders reasonably anticipates will result in gross proceeds to be included therein after compliance with Section 2(a)(ii) have an aggregate value of at least $30,000,000 in 75 million based on the aggregate pursuant to a Registration Statement in an Underwritten Offering, VWAP (the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering“Minimum Amount”) as of the date of the Demand Notice; provided, however, that the Partnership Minimum Amount shall have not apply in the exclusive right event that, as the result of Cutback Shares being removed from such Registration Statement pursuant to select this Section 2(a)(i), the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities thereinof the Holders to be included therein after compliance with Section 2(a)(ii) have an aggregate value of less than $75 million. No Holder may participate in If at any time the Underwritten Offering unless it agrees to sell its Commission takes the position that some or all of the Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested proposed to be included in a Registration Statement filed pursuant to a Demand Registration must be removed from such Underwritten Offering shall Registration Statement (such portion of the Registrable Securities, the “Cut Back Shares”) in order for all of the Registrable Securities in such Registration Statement filed pursuant to a Demand Registration to be reduced eligible to be made on a Pro Rata delayed or continuous basis under the provisions of Rule 415 or for the Initiating Holder to not be named as an “underwriter” in such Registration Statement, then if the aggregate amount that Initiating Holder so elects, the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw Company shall remove the Cutback Shares from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.Registration

Demand Registration. Upon receipt the written request (a “Notice”) by Sponsor or by Holders owning at least percent ( %) of a Notice from any Holder at any time after the 180th day after the Closing Datethen-outstanding Registrable Securities, the Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 90 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) providing for under the resale of the Registrable Securities, Securities Act (which Registration Statement may, at the option of the Holder Holders giving such Notice, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Holders (a “Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement”)). The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request documents incorporated therein by reference) shall comply as to form in a Notice to dispose all material respects with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt of a Notice from any Holder at (a) At any time after the 180th day after the Closing Datedate hereof, the Partnership shall Administrative Agent, on behalf of the Purchasers originally party hereto, may make a written request to the Company for a shelf registration under the Securities Act with respect to all of the Purchased Notes held by such Purchaser or any other Person. The Company agrees to file with the Commission as promptly as reasonably practicable no later than the latest of (x) the Securities Demand Date or (y) 60 days after such request (the "Shelf Filing Date"), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Purchased Notes (the "Shelf Registration"). The Shelf Registration shall be on Form S-1 or another appropriate form permitting registration statement of such Purchased Notes for resale by holders of Purchased Notes ("Holders") in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Purchased Notes to be included in the Shelf Registration. The Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the 150th day after such request (each, a “the "Shelf Effectiveness Date") and to keep such Shelf Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 continuously effective under the Securities ActAct until the date which is two years from the Closing Date (the "Shelf Termination Date"), or such shorter period ending when all Purchased Notes covered by such Shelf Registration have been sold in the manner set forth and as contemplated in such Shelf Registration. If a Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time prior to the Shelf Termination Date (other than because of the sale of all Purchased Notes covered by such Shelf Registration in the manner set forth and as contemplated in such Shelf Registration) the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 45 days of such cessation of effectiveness amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof. The Partnership Company shall not be promptly supplement and amend a Shelf Registration if required pursuant by the rules, regulations or instructions applicable to this Section 7.12(a) to file more than one Registration Statement the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing aggregate principal amount of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities Purchased Notes covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing any underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingPurchased Notes.

Demand Registration. Upon receipt (a) At any time beginning as of the date hereof, Holders of a Notice from any Holder at any time after majority of the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable Registrable Securities may require registration (a registration statement “Demand Registration”) under the Securities Act (each, a “of all or any part of their Registrable Securities; provided that each such Demand Registration Statement”) providing for the resale must be in respect of shares of Common Stock representing not less than 40% of the Registrable Securities. Holders may exercise this demand registration right under this Section 2 by giving a written request to the Company specifying the intended method of disposition of Holders’ Registrable Securities. Within five business days of receipt of such request, which may, at the option Company shall promptly notify all other Holders of the request. The Holders shall have thirty 30 days after receipt by such Holder giving of such Notice, notice from the Company to request that their Registrable Securities be a Registration Statement that provides for included in the resale registration with the shares of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required Holders initially requiring registration pursuant to this Section 7.12(a2. Holder will be entitled to require up to two Demand Registrations. A Demand Registration under this Section 2 shall not be deemed to have been effected or requested (a) to file more than one unless a Registration Statement in any twelve-month period nor with respect thereto has become effective and Holder is legally permitted to file more than three Registration Statements in sell the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registrable Securities included therein and the Registration Statement to become remains effective as soon as reasonably practicable for at least 180 consecutive days (unless the Registrable Securities are sold within a shorter period, then the Registration Statement shall have remained effective for such shorter period); (b) if after the initial filing Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of the Registration Statement is issued or any other limitation, restriction or suspension of the offer or sale of any Registrable Securities has been imposed and to remain effective and available for the resale of the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be fulfilled by the Selling Holders named therein until Company for completion of the earlier of (i) six months following such Registration Statement’s effective date and (ii) transactions contemplated by the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one selling agreement or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable related to the Partnership and take all reasonable actions as registration are requested not satisfied by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered Company or waived by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringunderwriters.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the The Partnership shall file with the Commission Commission, as promptly soon as reasonably practicable practicable, but in no event more than 30 days following the issuance of the Common Units issued pursuant to the GP Contribution Agreement, a registration statement under the Securities Act (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities, Securities (which may, at the option of the Holder giving such NoticeHolders, be a Registration Statement registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time pursuant to Rule 415 under by the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Holders (a “Shelf Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregateStatement”)). The Partnership shall use its commercially reasonable efforts to cause such each Registration Statement to become be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to remain effective cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities (the “Effectiveness Period”). In Each Registration Statement when effective (and the event one or more Holders request in a Notice documents incorporated therein by reference) shall comply as to dispose form with all applicable requirements of the Securities Act and shall 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. There shall be no limit on the number of Registrable Securities Registration Statements that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested may be required by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten OfferingHolders hereunder.

Demand Registration. Upon receipt of a Notice from any Holder at At any time after the 180th day after following the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable effective date of a registration statement for a Qualified IPO, the Holders of at least a majority of the then outstanding Registrable Securities that have an aggregate market price of at least $5 million at the time of the request may make a written request to the Company to register their Registrable Securities (each of such Holders making such request being referred to hereinafter as the “Initiating Holder”), under the Securities Act and under the securities or “blue sky” laws of any jurisdiction reasonably designated by such Initiating Holder (each, a “Registration StatementDemand Registration”) providing for the resale of the Registrable Securities), which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale may include all or any portion of the Registrable Securities held by any Initiating Holder unless such underwriters advise that those additional shares should be excluded (in which case such Registrable Securities shall be excluded in accordance with the provisions contained herein). Within ten (10) Business Days after receipt by the Company of such a written registration request, the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company within ten (10) Business Days after receipt of such notice from time the Company (such participating Holders to time pursuant to Rule 415 under also be “Initiating Holders”). At the Securities Act. The Partnership request of the Holders requesting registration, the Company shall not be required cause each offering pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the such Holders and approved by the Company, such approval not to file more than three Registration Statements in the aggregatebe unreasonably withheld. The Partnership Company shall use commercially its reasonable efforts to cause such Demand Registration Statement to become effective as soon as reasonably practicable not later than three (3) months after the it receives an initial filing of the request for a Demand Registration Statement and to remain continuously effective and available for a period of at least three (3) months from the resale effective date of such Demand Registration Statement or such shorter period which will terminate when all of the Registrable Securities covered by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Demand Registration Statement have been soldsold pursuant thereto. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership The Company shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders not be required to effect such disposition through an Underwritten Offeringmore than one Demand Registration at the request of the Purchasers; provided, however, that any such request shall be deemed satisfied only when a registration statement covering not less than sixty-six percent (66%) of the Partnership shall have Registrable Securities specified in notices received as aforesaid, for sale in accordance with the exclusive method of disposition specified by the Holders, has become effective. If at the time of any request to register Registrable Securities pursuant to this Section 2.2, the Company is engaged in, or has fixed plans to engage in (demonstrated by previously adopted resolutions of the Board to such effect), within three (3) months of the time of such request, a registered public offering or is engaged in any other significant financing, acquisition, joint venture or other transaction which, in the good faith determination of the Board, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of (i) one hundred eighty (180) days from the effective date of such offering or (ii) the date of completion or termination of such other material activity, as the case may be, such right to select delay a request under this Section 2.2 or under Section 2.4(c) to be exercised by the bookrunning managersCompany not more than once in any twelve-month or 365-day period. The Partnership Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section which notice shall set forth in reasonable detail the reason for such decision and such Selling Holders shall enter into include an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested undertaking by the managing underwriters Company promptly to facilitate notify such Holders as soon as a demand registration may be effected. Notwithstanding the Underwritten Offering and sale above, the Company shall not be required to effect any Demand Registration within three (3) months after the effective date of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the any other Registration Statement on the terms and conditions of the underwriting agreement Company. If a Demand Registration Statement involves an underwritten offering and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder Company in writing that that, in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offeringopinion, the amount number of Registrable Securities that each Selling Holder securities requested to be included in such Underwritten Offering shall Demand Registration Statement exceeds the number which can be reduced on a Pro Rata basis to sold in such offering without adversely affecting the aggregate amount that offering, the managing underwriter deems Company will not have include in such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to Demand Registration Statement the Partnership and the managing underwriter; provided such notice is delivered prior to the launch number of such Underwritten Offering.securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows:

Demand Registration. Upon receipt written request of the Holder(s) of at least a Notice from any Holder majority of the then outstanding Warrants, Warrant Shares and Conversion Shares made at any time within the period ending five years after the 180th day after the Closing Effective Date, the Partnership Company shall file with within a reasonable period of time and, in any event within the Commission as promptly as reasonably practicable time period provided in Section 12.3(a) after receipt of such written request, on one occasion, a registration statement (or a post-effective amendment to a registration statement) under the Securities Act registering the Warrant Shares and Conversion Shares. Within 15 days after receiving any such notice, the Company shall give notice to the other Holders of the Warrants, Warrant Shares and Conversion Shares advising that the Company is proceeding with such registration statement or post-effective amendment (each, a “the"Demand Registration Statement”) providing for "), and offering to include therein the resale Warrant Shares of the Registrable Securities, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Actother Holders. The Partnership Company shall not be required pursuant obligated to this Section 7.12(a) include the Warrant Shares or Conversion Shares of any such other Holder in such registration unless such other Holder shall accept such offer by notice in writing to the Company within 15 days after receipt of such notice from the Company. The Company shall use its reasonable best efforts to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in and cause the aggregate. The Partnership shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective as soon promptly as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale period of time provided in Section 12.3, to reflect in the Demand Registration Statement financial statements that are prepared in accordance with Section 10(a)(3) of the Registrable Securities by Act, and to amend or supplement the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Demand Registration Statement have been soldto reflect any facts or events arising that, individually or in the aggregate, represent a material change in the information set forth in the Demand Registration Statement to enable any Holders of Warrants to exercise warrants and/or sell Warrant Shares or Conversion Shares during such time period provided in Section 12.3. In If any registration pursuant to this Section 12.1 is an underwritten offering, the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions majority of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all Warrant Shares or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested Conversion Shares to be included in such Underwritten Offering registration will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Company, such approval not to be unreasonably withheld. Notwithstanding anything in this Warrant Agreement to the contrary, the Company shall be reduced on entitled to postpone for a Pro Rata basis reasonable period of time (not exceeding 60 days in any 12-month period) the filing or effectiveness of the Demand Registration Statement otherwise required to be prepared and filed by it pursuant to this Section 12.1 if the aggregate amount Company's Board of Directors determines, in its reasonable discretion, that such registration and offering would adversely affect any financing, acquisition, corporate reorganization or other material transaction involving the managing underwriter deems will not Company and the Company promptly gives the Holders written notice of such determination specifying the grounds therefor and an estimate of the anticipated delay. If the Company shall so postpone the filing of the Demand Registration Statement, a majority-in-interest of the requesting Holders shall have such material and adverse effect. Any Holder may the right to withdraw from such Underwritten Offering the request for demand registration by giving written notice to the Partnership and Company within 30 days after receipt of the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offeringpostponement.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateHolder, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 in the aggregate pursuant to a Registration Statement in an Underwritten OfferingOffering and such Holder or Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20,000,000 in the aggregate, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that provided the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing Date, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 20 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided provided, such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. Upon receipt of a Notice from any Holder at any time after the 180th day after the Closing DateHolder, the Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable SecuritiesSecurities identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall not be required pursuant to this Section 7.12(a) to file more than one Registration Statement in any twelve-month period nor to file more than three Registration Statements in the aggregate. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30,000,000 30 million in the aggregate pursuant to a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.