Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) At any time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. On or prior to the Filing Date, the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (a) At any time after the first anniversary of the First Public Offering, except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group of Shareholders, in each which case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) such registration shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”on another appropriate form). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may(i) not permit any securities, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities and the securities listed on Schedule 2.1(c) of the Purchase Agreement, to be included in the Registration Statement and (including ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS PERIOD"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the benefit actual number of Persons not party to this Agreementshares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) as part of any Shelf Registration. The the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall only have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be required declared effective by the Commission as soon as possible, but in no event later than forty (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodbe issued upon conversion of the principal amount of the Notes then outstanding, which offering or upon the exercise of the Warrants then outstanding, the Purchasers shall be deemed a Demand entitled to demand that the Company prepare and file an additional Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. As soon as reasonably practicable following the Closing, and in any event within 30 days thereof, the Company shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective (including by renewing or refiling upon expiration), a shelf registration statement permitting the resale from time to time on a delayed or continuous basis pursuant to Rule 415 of the Securities Act by the Stockholders of the Registrable Securities, which registration statement shall be filed on (a) At any time after the first anniversary of the First Public OfferingForm S-3, if the Company is then eligible to use file a registration statement on Form F-3 or S-3 (pursuant to the General Instructions to Form S-3) (“S-3 Eligible”), which Form S-3 shall be filed as an automatically effective registration statement if the Company is eligible for such filing, or (b) any other appropriate form under the Securities Act for the type of offering contemplated by a Stockholder, if the Company is not then S-3 Eligible. Thereafter, the Company shall, as promptly as reasonably practicable following the written request of a Stockholder (each, a Shareholder or group “Requesting Stockholder”) for a resale of ShareholdersRegistrable Securities (a “Takedown Request”), in each case holding at least 10% file a prospectus supplement (a “Takedown Prospectus Supplement”) to such shelf registration statement filed under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 the Requesting Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article V, use its commercially reasonable efforts to cause such prospectus supplement to be declared effective under the Securities Act (promptly after the filing thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or any successor or similar rule) (a “Shelf Registration”)methods of distribution thereof. The Requesting Stockholder agrees to provide the Company shall give notice of with such information in connection with a Takedown Request as may be reasonably requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after to ensure that the date Takedown Prospectus Supplement complies with the requirements of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Act.

Shelf Registration. (a) At any time after The Issuers shall use their reasonable best efforts to file with the first anniversary of the First Public Offering, if the Company is eligible SEC a Registration Statement for an offering to use Form F-3 or Form S-3, be made on a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred continuous basis pursuant to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or Rule 415 covering all of the Registrable Securities held by such Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company Initial Shelf Registration shall give notice be on Form S-3 or another appropriate form permitting registration of such requested Shelf Registration to Registrable Notes for resale by Holders in the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders maymanner or manners designated by them (including, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registrationwithout limitation, request that the Company also effect a registration of some one or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”more underwritten offerings). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company The Issuers shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for Notes to be included in the benefit of Persons not party to this Agreement) as part of Initial Shelf Registration or any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Subsequent Shelf Registration (an as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earlier of (x) the date which is two years from the Issue Date or (y) the date on which no Registrable Notes are outstanding (the “Underwritten TakedownEffectiveness Period”) within any six-month period); provided, which offering however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be deemed extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 business days after receipt of a Demand request therefor, such information concerning such Holder required to be included in any Shelf Registration for purposes or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company’s obligation Company all information required to effect no more than four Demand Registrations be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the aggregate as set forth in Section 2.01(a)statements therein not misleading.

Shelf Registration. (a) At any time from and after the first anniversary of date hereof and from time to time, the First Public Offering, if the Company is eligible Investor may make a written request to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect prepare and file with the Commission a shelf registration of some or statement under the Securities Act covering all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under then outstanding on a Registration Statement delayed or continuous basis pursuant to Rule Section 415 under of the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration will use its commercially reasonable efforts to prepare and file with the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayCommission, upon notice received by the Company no later than two Business Days after 45 days following its receipt of such written request (the date of the notice of a “Shelf RegistrationRegistration Filing Date”), request that the Company also effect a registration of some or statement under the Securities Act covering all of the Registrable Securities held by requested to be included therein and the Company will use its reasonable best efforts to obtain the effectiveness of such other Shareholders (registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all securities requested to be registered hereunder. Notwithstanding the foregoing, however, the Company may defer the filing of such other requesting Shareholders, together registration statement pursuant to and in accordance with the Initial Shelf Requesting Shareholders, provisions of Section 2(i)(b). Such registration statement shall contain (unless the Holders otherwise direct) substantially the “Shelf Requesting Shareholders”). Thereafter, subject Plan of Distribution” attached hereto as Annex A. Notwithstanding anything to the restrictions set forth contrary, in the case of any shelf registration pursuant to this Section 2.01(e)2.2, the Company shall use commercially its reasonable best efforts to effect keep the relevant registration under statement effective until the Securities Act earlier of (i) a period of two years or (ii) the date as of which all Registrable Securities for which the Shelf Requesting Shareholders have securities requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on (including whether or not subsequently transferable under Rule 144) under the shelf registration statement have been disposed of in a manner described therein; provided further that the Company shall be obligated to re-file a Shelf Registration at the request of Investor if such registration expires and not all securities requested to be registered thereunder have been disposed of. Notwithstanding anything to the contrary, in the event that the Company is not eligible to effect a Shelf Registration, (a) this Section 2.2 shall not apply and (b) the Investor shall have the right on two (as opposed to one) occasions to make a request for the Company to file a registration statement pursuant to Section 2.1; provided that the Company shall not be permitted obligated to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations one such demand registration pursuant to Section 2.1 in the aggregate as set forth in Section 2.01(a)any 12 consecutive calendar months.

Shelf Registration. (a) At As promptly as possible, and in any time after event on or prior to the first anniversary of the First Public OfferingFiling Date, if the Company is eligible shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to use Form F-3 or Form S-3be made on a continuous basis pursuant to Rule 415. If for any reason (including, a Shareholder or group without limitation, the Commission’s interpretation of Shareholders, in each case holding at least 10% Rule 415) the Commission does not permit all of the Registrable Securities (to be included in such Registration Statement, then the requesting Shareholder(s) Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be referred to herein as on a Form S-3; in the “Initial Shelf Requesting Shareholders”)event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, may request the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in effect until such time as a registration Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under in a Registration Statement pursuant is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities 1933 Act (or any successor or similar rule) (a requires the Investor to be named as an “Shelf Registrationunderwriter”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have Investor’s counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts to effect and compliance with the registration under the Securities Act terms of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 2(e), the SEC refuses to alter its position, the extent necessary to permit Company shall (i) remove from the disposition Registration Statement such portion of the Registrable Securities so (the “Cut Back Shares”) and/or (ii) with the consent of the Investor’s counsel, not to be registered unreasonably withheld, agree to such restrictions and limitations on such Shelf Registrationthe registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, provided however, that the Company shall be permitted not agree to name the Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the registration under filing of an additional Registration Statement with respect to the Securities Act Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of any securities other than the Registrable Securities provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering Filing Date shall be deemed a Demand Registration for purposes of to be the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Restriction Termination Date.

Shelf Registration. (a) At any If at the time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the registers Registrable Securities under the Securities Act pursuant to this Section 2, the sale or other disposition of such Registrable Securities by the Holders may be made on a delayed or continuous basis pursuant to a registration statement on Form S-3 (or any successor form that permits the requesting Shareholder(s) incorporation by reference of future filings by the Company under the Exchange Act), then such registration statement, unless otherwise directed by the Requestor, shall be referred to herein filed as the a “Initial Shelf Requesting Shareholders”), may request the Company to effect a shelf” registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company Any such shelf registration shall give notice cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received manner or manners as may be specified by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”)Requestor. Thereafter, subject to the restrictions set forth Except as provided in Section 2.01(e)5(b) hereof, the Company shall use commercially reasonable its diligent efforts to effect keep such “shelf” registration continuously effective as long as the registration delivery of a prospectus is required under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit in connection with the disposition of the Registrable Securities so registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to be registered on such Shelf Registration, provided that the form used by the Company shall be permitted to effect the for such registration under or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of any securities other than a certificate signed by the Registrable Securities (including for chief executive officer of the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodstating that, which offering shall be deemed a Demand Registration for purposes in the judgment of the Company’s obligation , it is advisable to effect no more than four Demand Registrations suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the aggregate as Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2.01(a2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 45 Business Days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than once in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)).

Shelf Registration. (a) At any time On or after the first anniversary date on which the Company has filed its annual report for the year ending December 31, 2019 on Form 10-K (the “10-K”) with the SEC and, upon the written request of the First Public OfferingHolder, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of shall (i) prepare and file (A) with the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under SEC a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar rule) rule thereto that covers all Registrable Securities then outstanding (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days ; provided, however, that, prior to January 1, 2020, upon the anticipated filing date written request of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice Holder (which request shall be received by the Company no later than two Business Days after the date of the notice of a Shelf RegistrationNovember 1, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e2019), the Company shall use commercially reasonable efforts prepare and file with the SEC a Registration Statement on the then appropriate form for an offering to effect the registration be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto that covers all Registrable Securities then outstanding; provided, further, that, on or after the date on which the 10-K is filed with the SEC, upon the written request of the Holder, the Company shall replace any such Registration Statement with a Shelf Registration and (B) with the Canadian Securities Regulators a preliminary and final Base Shelf Prospectus to facilitate a secondary offering in one or more of the Qualifying Provinces of all Registrable Securities then outstanding, (ii) amend an existing registration statement so that it is usable for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition Registration and an offering on a delayed or continuous basis of the Registrable Securities so Securities, or (iii) file a prospectus supplement that shall be deemed to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the a part of an existing registration statement in accordance with Rule 430B under the Securities Act that is usable for Shelf Registration and an offering on a delayed or continuous basis of any securities other than the Registrable Securities (including for as applicable, a “Shelf Registration Statement”). If permitted under the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from Securities Act, such Shelf Registration (Statement shall be an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of automatic shelf registration statement” as defined in Rule 405 under the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Securities Act.

Shelf Registration. (a) At As promptly as possible, and in any time after event on or prior to the first anniversary of the First Public OfferingFiling Date, if the Company is eligible shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to use Form F-3 or Form S-3be made on a continuous basis pursuant to Rule 415. If for any reason (including, a Shareholder or group without limitation, the Commission’s interpretation of Shareholders, in each case holding at least 10% Rule 415) the Commission does not permit all of the Registrable Securities (to be included in such Registration Statement, then the requesting Shareholder(s) Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be referred to herein as on a Form S-3; in the “Initial Shelf Requesting Shareholders”)event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, may request the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in effect until such time as a registration Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under in a Registration Statement pursuant is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities 1933 Act (or requires any successor or similar rule) (a Investor to be named as an “Shelf Registrationunderwriter”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts to effect and compliance with the registration under the Securities Act terms of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 2(e), the SEC refuses to alter its position, the extent necessary to permit Company shall (i) remove from the disposition Registration Statement such portion of the Registrable Securities so (the “Cut Back Shares”) and/or (ii) with the consent of the Investor’s counsel, not to be registered unreasonably withheld, agree to such restrictions and limitations on such Shelf Registrationthe registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, provided however, that the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). The Cut Back Shares shall be permitted allocated among the Investors on a pro rata basis unless the SEC otherwise requires. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the registration under filing of an additional Registration Statement with respect to the Securities Act Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of any securities other than the Registrable Securities provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering Filing Date shall be deemed a Demand Registration for purposes of to be the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Restriction Termination Date.

Shelf Registration. (a) At any time after The Issuer shall prepare and cause to be filed with the first anniversary of Commission on or before 120 days from the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement Closing Date pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”)Registration Statement on the appropriate form relating to resales of Transfer Restricted Securities by the Holders thereof. The Company shall give notice of such requested Shelf use its reasonable best efforts to cause the Registration Statement to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received be declared effective by the Company no later than two Business Days Commission on or before 150 days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”)Closing Date. Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to To the extent necessary to permit ensure that the disposition Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3(a), the Issuer shall use its reasonable best efforts to keep any Registration Statement required by this Section 3(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 4(a) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Registrable Securities so Commission as announced from time to be registered on such Shelf Registrationtime, until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if all of the Warrants expire unexercised, the expiration of the Warrants; provided that such obligation shall expire before such date if the Company Issuer delivers to the Warrant Agent a written opinion of counsel to the Issuer (which opinion of counsel shall be permitted satisfactory to effect the Issuer) that all Holders (other than Affiliates of the Issuer) of Warrants and Warrant Shares may resell the Warrants and the Warrant Shares without registration under the Securities Act and without restriction as to the manner, timing or volume of any securities other than such sale and instruct the Registrable Securities (Warrant Agent to remove the Private Placement Legend from all Warrants and Warrant shares; and provided, further, that notwithstanding the foregoing, any Affiliate of the Issuer may, with notice to the Issuer, require the Issuer to keep the Registration Statement continuously effective for resales by such Affiliate for so long as such Affiliate holds Warrants or Warrant Shares, including for the benefit of Persons not party to this Agreement) as part a result of any Shelf Registrationmarket-making activities or other trading activities of such Affiliate. The Company Notwithstanding the foregoing, the Issuer shall only not be required to effectuate one Public Offering from amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") not to exceed, for so long as this Agreement is in effect, an aggregate of 60 days in any calendar year, in the event that (i) an event occurs and is continuing as a result of which the Registration Statement, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Issuer determines in its good faith judgment that the disclosure of such Shelf Registration event at such time would have a material adverse effect on the business, operations or prospects of the Issuer or (an “Underwritten Takedown”B) within the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided that such Black Out Period shall be extended for any six-month period, not to exceed an aggregate of 30 days in any calendar year, during which offering shall the Commission is reviewing any proposed amendment or supplement to the Registration Statement, any related prospectus or any document incorporated therein by reference which has been filed by the Issuer; and provided, further, that no Black Out Period may be deemed a Demand Registration for purposes of in effect during the Company’s obligation three months prior to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Expiration Date.

Shelf Registration. (a) At If at any time after the first anniversary Company shall receive a Purchaser Request under this Section 2 that the Company file a shelf registration statement under the Securities Act, then the Company shall, within 10 days of the First Public Offeringreceipt thereof, if give written notice of such request to all Holders and, subject to Section 4 below, shall prepare and file (as expeditiously as practicable, and in any event within 60 days of the receipt of the Purchaser Request) with the Commission a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that the Company is eligible shall have no obligation to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under file a Registration Statement pursuant to Rule 415 this Section 2 for less than the total amount of Registrable Securities then held by the Holders if (based on the current market prices) the remaining Registrable Securities owned by all Holders would not yield gross proceeds of at least $15,000,000. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders may consent) and shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and in any event within 90 days of the filing thereof (or any successor 120 days if the Commission has determined to review the applicable Registration Statement) or similar rule) (if the Company is a “Shelf Registration”). The Well-Known Seasoned Issuer at time of receipt of a Purchaser Request, Company shall give notice of such requested cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). ThereafterStatement and, subject to the restrictions set forth in Section 2.01(e)4 below, the Company shall use commercially its reasonable best efforts to effect the registration keep such Registration Statement continuously effective under the Securities Act until the earliest of (i) the fifth anniversary of the effective date of the Registration Statement, (ii) when all Registrable Securities for covered by such Registration Statement have been sold and (iii) the date as of which the Shelf Requesting Shareholders have requested registration under this Section 2.03 each Holder is permitted to the extent necessary to permit the disposition of the sell its Registrable Securities so pursuant to be registered on such Shelf Registration, provided that Rule 144 without volume limitations or any other restrictions (the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten TakedownEffectiveness Period”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. The Company shall file as promptly as practicable (abut no later than thirty (30) At any time days after the first anniversary date of the First Public Offeringthis Agreement), if the Company is eligible and shall thereafter use its reasonable best efforts to use Form F-3 make and keep effective (including by renewing or Form S-3refiling upon expiration) until such time that there are no longer any Registrable Securities outstanding, a Shareholder shelf registration statement permitting the resale from time to time on a delayed or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement continuous basis pursuant to Rule 415 under of the Securities Act (or any successor rule thereto) by Subscriber and its Affiliates of the Registrable Securities, which registration statement shall be filed on (a) Form F-3 or Form S-3, as applicable, or any similar ruleshort-form registration statement that may be available at such time, if the Company is then eligible to register a secondary offering on such form (“F-3/S-3 Eligible”), or (b) Form F-1 or Form S-1, as applicable, or any similar long-form registration statement that may be available at such time, if the Company is not then S-3 Eligible. The resale shelf registration statement required by this Section 4.01 shall remain effective as long as any of the Ordinary Shares registered thereon remain Registrable Securities. Once such shelf registration statement has become effective, if the Company is F-3/S-3 Eligible, the Company shall, as promptly as reasonably practicable following the written request of Subscriber for a firm commitment underwritten offering of Registrable Securities (an “Underwritten Offering”) pursuant to such shelf registration statement with anticipated aggregate gross proceeds of at least $10 million (a “Shelf RegistrationTakedown Request”). The Company shall give notice of , file a prospectus supplement (a “Takedown Prospectus Supplement”) to such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the shelf registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration filed under Rule 424 promulgated under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 with respect to the extent necessary such Underwritten Offering. Subscriber agrees to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that provide the Company shall with such information in connection with a Takedown Request as may be permitted reasonably requested by the Company to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party facilitate such Takedown Request. A Takedown Request may include a request to this Agreement) as part of any Shelf Registration. The Company shall only be required consummate a block trade, bought deal, or overnight transaction, in addition to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Offering.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingOn or prior to each Filing Date, if the Company is eligible to use Form F-3 or Form S-3, shall prepare and file with the Commission a Shareholder or group “Shelf” Registration Statement covering the resale of Shareholders, in each case holding at least 10130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, if the number of Registrable Securities shall equal or exceed 50% of the issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the requesting Shareholder(s) initial Registration Statement shall register a number of shares which shall be referred 10,000 shares less than the number of shares which is 50% of the number of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to herein as Section 3(c)(ii). In such event, the “Initial Shelf Requesting Shareholders”), may request number of shares to be registered for each Holder shall be reduced pro-rata among all Holders. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to effect a registration of some or all of register for resale the Registrable Securities held on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by such Initial Shelf Requesting Shareholders under at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice telephonically request effectiveness of a Shelf Registration, request that the Company also effect Registration Statement as of 5:00 p.m. New York City time on a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationTrading Day. The Company shall only be required to effectuate one Public Offering from such Shelf immediately notify the Holders via facsimile of the effectiveness of a Registration (an “Underwritten Takedown”) within any six-month periodStatement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which offering shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in an Event under Section 2.01(a2(b).

Shelf Registration. (a) At any time after On or prior to the first anniversary of the First Public OfferingFiling Date, if the Company is eligible to use Form F-3 or Form S-3, shall prepare and file with the Commission a Shareholder or group of Shareholders, in each case holding at least 10% of the "shelf" Registration Statement covering all Registrable Securities (the requesting Shareholder(s) shall for an offering to be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect made on a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement continuous basis pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”)415. The Registration Statement shall be on Form S-1. The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to i) not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities to be included in the Registration Statement and (including ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the date that is thirty (30) days following the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the benefit actual number of Persons not party to this Agreementshares of Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds one hundred twenty-five percent (125%) as part of any Shelf Registration. The the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall only have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be required declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodbe issued upon conversion of the principal amount of the Notes then outstanding, which offering or upon the exercise of the Warrants then outstanding, the Purchasers shall be deemed a Demand entitled to demand that the Company prepare and file an additional Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. (a) At any time after the first anniversary New Section 2.6 shall be added to Article 2 of the First Public OfferingRegistration Rights Agreement, if as follows: If the Company is eligible to use Corporation files a Shelf Registration Statement on Form F-3 or Form S-3F-10 for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request that their Registrable Securities be included in such Shelf Registration Statement, the Corporation agrees that, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, it will include in such Shelf Registration Statement such disclosures as may be required by Rule 430B promulgated under the Securities Act in order to ensure that such requesting Holders, as applicable, may be added to such Shelf Registration Statement at a Shareholder later time through the filing of a prospectus supplement rather than a post-effective amendment. If the Corporation has filed a Shelf Registration Statement, the Corporation shall, at the request of BPEA, TELUS, the Sponsor Investor, the Management Investors or group Pxxxxx, file any post-effective amendments or prospectus supplements necessary to include therein all disclosure necessary to permit the Holders to be added to such Shelf Registration Statement as selling shareholders thereunder. The Corporation will, at the request of ShareholdersBPEA, TELUS, the Sponsor Investor, the Management Investors or Pxxxxx, file any prospectus supplement or any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Corporation to permit Holders entitled thereunder to use the Shelf Registration Statement. The Corporation will use its commercially reasonable efforts to (i) remain a well-known seasoned issuer (a “WKSI”), as defined in Rule 405 under the Securities Act, and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) or (ii) meet the general eligibility requirements for use of Form F-10 under the Securities Act, and to comply with General Instruction II.L to Form F-10 under the Securities Act, in each case holding at least 10% of the while any Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”)remain unsold. The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall Corporation will use commercially reasonable efforts to effect meet the registration under eligibility requirements to file a Canadian Shelf Prospectus. If the Securities Act of all Registrable Securities for which Corporation does not pay the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of filing fee covering the Registrable Securities so to be registered on at the time a Shelf Registration Statement is filed, the Corporation shall pay such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than fee at such time or times as the Registrable Securities (including for are to be sold. Upon the benefit expiration of Persons not party the Automatic Shelf Registration Statement or any other Shelf Registration Statement filed pursuant to this Agreement) as part , the Corporation shall refile a new Automatic Shelf Registration Statement or Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Corporation is required to re-evaluate its WKSI status the Corporation determines that it is not a WKSI, use its commercially reasonable efforts to refile the Automatic Shelf Registration Statement or any other Shelf Registration Statement filed pursuant to this Agreement on Form F-3 or F-10, and, if neither of such forms is available, on Form F-1, and keep such registration statement effective while any Registrable Securities remain unsold. Upon the expiration of any Canadian Shelf Registration. The Company Prospectus, the Corporation shall only be required to effectuate one Public Offering from such refile a new Canadian Shelf Registration (an “Underwritten Takedown”) within any six-month periodProspectus qualifying distributions by, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)among others, selling securityholders.

Shelf Registration. 2.1.1 The Company shall, within forty-five (a45) At any time calendar days after the first anniversary Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all Registrable Securities held by the First Public OfferingHolders from time to time as permitted by Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”), on the terms and conditions specified in this Section 2.1.1 and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but not later than (i) the 90th calendar day following the filing date if the Commission notifies the Company that it will “review” the Shelf Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Shelf Registration Statement filed with the Commission pursuant to this Section 2.1.1 shall be on Form S-1 or, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder then on Form S-3 or group such other form of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein registration statement as the “Initial Shelf Requesting Shareholders”), may request the Company is then available to effect a registration for resale of some or all of the such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar ruleprovision adopted by the Commission then in effect) (a “Shelf Registration”)at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall give notice of such requested Shelf use its commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.1.1 to remain effective, and to be supplemented and amended to the other Shareholders at least five Business Days prior extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the anticipated filing date resale of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by the Holders until all such other Shareholders Registrable Securities have ceased to be Registrable Securities. When effective, a Registration Statement filed pursuant to this Section 2.1.1 (such other requesting Shareholders, together including the documents incorporated therein by reference) will comply as to form in all material respects with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under all applicable requirements of the Securities Act of all Registrable Securities for which and the Shelf Requesting Shareholders have requested registration Exchange Act and will not contain a Misstatement. The Company’s obligations under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration2.1.1, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit avoidance of Persons not party doubt, be subject to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)2.4 and Section 3.4.

Shelf Registration. Within thirty (a30) At any time days after the first anniversary expiration of the First Public Offering180 day period commencing as of the Effective Time (but in no event prior to December 7, 2000), HCC shall prepare and file with the SEC a "Shelf" registration statement (such registration statement including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, a "Registration Statement") covering all of the shares of HCC common stock into which VCI's shares of common stock are converted as a result of the Merger (including any shares of HCC capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to such shares of HCC common stock, the "Merger Shares") for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company HCC is not then eligible to use Form F-3 or register for resale the Merger Shares on Form S-3, a Shareholder in which case such registration shall be on Form S-1 or group of Shareholdersanother appropriate form in accordance herewith as the Holders, in each case holding at least 10% by vote of the Registrable Securities (Holders of a majority of the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”)Merger Shares, may request consent). HCC shall use its reasonable best efforts to cause the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days as promptly as possible after the date of the notice of a Shelf Registrationfiling thereof, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company and shall use commercially its reasonable best efforts to effect the registration keep such Registration Statement continuously effective under the Securities Act of until the date which is two (2) years after the date that such Registration Statement is declared effective by the SEC or such earlier date when all Registrable Securities for which Merger Shares covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the Shelf Requesting Shareholders have requested registration under this Section 2.03 counsel to HCC pursuant to a written opinion letter to such effect (the "Effectiveness Period"). Anything to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registrationcontrary contained herein notwithstanding, provided HCC shall not voluntarily take any action that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations would result in the aggregate Holders not being able to sell the Merger Shares during the Effectiveness Period, unless such action is required under applicable law, as set forth in Section 2.01(a)evidenced by an opinion of counsel to HCC or such other evidence as the Holders may deem acceptable, or HCC has, upon written advice of counsel, filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective.

Shelf Registration. In the event that (ai) At any time the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the first anniversary last Exchange Date because it would violate any applicable law or applicable interpretations of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% Staff of the Registrable Securities SEC, (ii) the requesting Shareholder(sExchange Offer is not for any other reason completed by June 30, 2003, (iii) shall be referred after June 30, 2003, at the request of any Holder with respect to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the any Registrable Securities held by it, if such Initial Shelf Requesting Shareholders under a Registration Statement Holder is not permitted, in the opinion of counsel for such Holder, pursuant to Rule 415 applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice other than due solely to the status of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date Holder as an Affiliate of the registration statement relating Company or as a Participating Broker-Dealer) or (iv) in the case of any Holder (other than a Participating Broker-Dealer) that is eligible to participate in the Exchange Offer, and properly tenders its Registrable Securities in accordance with the procedures of the Exchange Offer, and such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after Holder does not receive freely tradeable Exchange Securities on the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by exchange and any such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)Holder so requests, the Company shall use commercially reasonable its best efforts to effect cause to be filed as soon as practicable after such determination, date or request, as the case may be (but in no event more than 30 days after such determination, date or request), a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof (other than Registrable Securities owned by Holders who have elected not to include such Registrable Securities in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph) and to have such Shelf Registration Statement declared effective by the SEC. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) or (iv) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the "Shelf Effectiveness Period"). The Company further agrees to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration under form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 with respect to the extent necessary information relating to permit the disposition of the Registrable Securities so such Holder, and to be registered on use its best efforts to cause any such amendment to become effective and such Shelf Registration, provided that the Company shall be permitted Registration Statement and Prospectus to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) become usable as part of any Shelf Registrationsoon as thereafter practicable. The Company shall only be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, not to contain any untrue statement of a material fact or omit to state a material fact required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodbe stated therein or necessary in order to make the statements therein, which offering shall be deemed a Demand Registration for purposes in light of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(acircumstances under which they were made, not misleading. (c).

Shelf Registration. As soon as practicable following receipt of a written request from the Holders of a majority of the Registrable Securities, the Partnership shall prepare and file an initial registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (aor any similar provision adopted by the Commission then in effect) At any time of the Securities Act (a “Registration Statement”); provided, however, that if the Partnership is then eligible, it shall file such initial registration statement on Form S-3. If the Partnership is not a WKSI, the Partnership shall use its commercially reasonable efforts to cause such initial Registration Statement to become effective no later than 180 days after the first anniversary date of filing of such Registration Statement (the “Filing Date”). The Partnership will use its commercially reasonable efforts to cause such initial Registration Statement filed pursuant to this Section 2.l(a) to be continuously effective under the Securities Act until the earliest to occur of the First Public Offeringfollowing: (i) all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement, if (ii) there are no longer any Registrable Securities outstanding and (iii) two years from the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group Effective Date of Shareholders, such Registration Statement (in each case holding at least 10% of clause (i), (ii) or (iii), the “Effectiveness Period”). In addition, as soon as practicable following receipt of written notice from the Holders of a majority of the Registrable Securities requesting the filing of an additional Registration Statement (which notice may not be given any earlier than 60 days prior to the requesting Shareholder(s) shall be referred second anniversary of the Effective Date of the initial or any additional Registration Statement filed pursuant to herein as the “Initial Shelf Requesting Shareholders”this Section 2.1(a)), may request the Company Partnership shall use its commercially reasonable efforts to effect a registration of some or all of the Registrable Securities held by prepare and file each such Initial Shelf Requesting Shareholders under a additional Registration Statement pursuant to Rule 415 under the Securities Act covering the Registrable Securities; provided, however, that (or x) the Partnership shall have no obligation to prepare and file more than four Registration Statements (excluding any successor or similar ruleRegistration Statement under which any Selling Holders are prohibited from selling their Registrable Securities as a result of a suspension in excess of the periods permitted by Section 2.1(d)(1)) during the period beginning on the date hereof and ending on the seventh anniversary of the date hereof and (a “Shelf Registration”)y) the Partnership shall have no obligation to prepare and file any Registration Statements from and after the seventh anniversary of the date hereof. The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company Partnership shall use its commercially reasonable efforts to effect cause any such additional Registration Statement to become effective no later than 180 days after the registration Filing Date. The Partnership will use its commercially reasonable efforts to cause any such additional Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under applicable Effectiveness Period. A Registration Statement filed pursuant to this Section 2.03 to the extent necessary to permit the disposition 2.l(a) shall be on such appropriate registration form of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company Commission as shall be permitted selected by the Partnership. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to effect the registration under form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any securities other than prospectus contained in such Registration Statement, in the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes light of the Company’s obligation to effect no more than four Demand Registrations circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such date, the aggregate as set forth in Section 2.01(a)Partnership shall provide the Holders with written notice of the effectiveness of a Registration Statement.

Shelf Registration. (a) At any If at the time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the registers Registrable Securities under the Securities Act pursuant to this Section 2, the sale or other disposition of such Registrable Securities by the Holders may be made on a delayed or continuous basis pursuant to a registration statement on Form S-3 (or any successor form that permits the requesting Shareholder(s) incorporation by reference of future filings by the Company under the Exchange Act), or if Form S-3 is not available for use by the Company, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), then such registration statement, unless otherwise directed by the Requestor, shall be referred to herein filed as the a “Initial Shelf Requesting Shareholders”), may request the Company to effect a shelf” registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company Any such shelf registration shall give notice cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received manner or manners as may be specified by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”)Requestor. Thereafter, subject to the restrictions set forth Except as provided in Section 2.01(e)5(b) hereof, the Company shall use all commercially reasonable efforts to effect keep such “shelf” registration continuously effective as long as the registration delivery of a prospectus is required under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit in connection with the disposition of the Registrable Securities so registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to be registered on such Shelf Registration, provided that the form used by the Company shall be permitted to effect the for such registration under or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of any securities other than a certificate signed by the Registrable Securities (including for chief executive officer of the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodstating that, which offering shall be deemed a Demand Registration for purposes in the judgment of the Company’s obligation , it is advisable to effect no more than four Demand Registrations suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the aggregate as Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2.01(a2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 45 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)).

Shelf Registration. The Company shall file within forty-five (a45) At any time days of Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the earlier of (x) the 90th calendar day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the tenth (10th) Business Day after the first anniversary date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review , a Registration Statement for a shelf registration statement under Rule 415 of the First Public OfferingSecurities Act on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use Form F-3 or a Registration Statement on Form S-3, a Shareholder or group shelf registration statement under Rule 415 of Shareholdersthe Securities Act on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case holding at least 10% case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities (included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the requesting Shareholder(s) Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be referred necessary to herein keep a Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the “Initial Shelf Requesting Shareholders”), may request provisions of this Agreement that permit the Company to effect a registration of some or all suspend the use of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement in the circumstances, and subject to the terms and conditions, set forth in those provisions. If, at any time the Company shall have qualified for the use of a Form S-3 Shelf or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Form S-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form S-1 Shelf into a Form S-3 Shelf. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to Rule 415 under the Securities Act (or any successor or similar rule) subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf (a “Shelf RegistrationUnderwriting Request”). The Company , such Underwritten Offering shall give notice follow the procedures of subsection 2.1, (including subsection 2.1.3 and subsection 2.1.4) but such requested Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) shall be made from the Shelf Registration and shall count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1; provided that, in the other Shareholders at least five Business Days prior to event that the anticipated filing date Underwritten Offering is being made from a Form S-3 Shelf, (i) the period of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by time for the Company no later than two Business Days after the date to notify all other Holders of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four receipt of the applicable Demand Registrations in the aggregate Registration shall be reduced from ten (10) days (as set forth in Section 2.01(asubsection 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to respond to such notice shall be reduced from five (5) Business Days (as set forth in subsection 2.1.1) to three (3).

Shelf Registration. In the event that (ai) At any time after the first anniversary of the First Public Offering, if the Company is eligible not permitted to use Form F-3 effect the Exchange Offer because of any change in law or Form S-3in currently prevailing interpretations of the staff of the SEC, a Shareholder (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or group of Shareholders(iii) (1) any Initial Purchaser is not permitted, in each case holding at least 10% the reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the Registrable staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, (the requesting Shareholder(s2) shall be referred to herein as the “such Initial Shelf Requesting Shareholders”), may request the Company to effect a Purchaser requests registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Purchaser and (3) such Initial Purchaser's request is made no later than the later of (A) the date of filing of the Exchange Offer Registration Statement and (B) 120 days following the Issue Date (any of the events specified in (i) - (iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company shall promptly deliver to the Holders and the Trustee written notice thereof and, at its cost, file as promptly as practicable after such Shelf Registration Event Date, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 90 days after the Closing Date) a Shelf Registration Statement providing for the sale by the holders of all of the Registrable Securities, and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to clause (iii), the Company may register such Registrable Securities together with the Exchange Offer Registration Statement, filed pursuant to Section 2(a), and the requirements as to timing applicable thereto. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the Rule 415 under 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities Act (or any successor or similar rule) (a “Shelf Registration”the "Effectiveness Period"). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for to be included in the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to effectuate one Public Offering from the registration form used by the Company for such Shelf Registration (an “Underwritten Takedown”) within Statement or by the Securities Act or by any six-month periodother rules and regulations thereunder for shelf registrations, which offering shall be deemed a Demand Registration for purposes and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. (a) At As promptly as possible, and in any time after event on or prior to the first anniversary of the First Public OfferingFiling Date, if the Company is eligible shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to use Form F-3 or be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3, a Shareholder or group unless Form S-3 is not available for the registration of Shareholdersthe resale of Registrable Securities hereunder, in each which case holding at least 10% the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the requesting Shareholder(s) shall be referred to herein Registrable Securities on Form S-3 as the “Initial Shelf Requesting Shareholders”)soon as such form is available, may request provided that the Company to shall maintain the effectiveness of the Registration Statements then in effect until such time as a registration Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the staff of the Commission takes the position that the offering of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under in a Registration Statement pursuant is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Investor to be named as an “underwriter” (or any successor or similar rule) (a an “Shelf RegistrationSEC Objection”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall promptly notify the Investor of such SEC Objection and if the Investor shall request, the Company shall use its commercially reasonable efforts to effect persuade the registration under staff of the Securities Act Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of all Registrable Securities for the issuer” as defined in Rule 415 and that the Investor is not an “underwriter” (a “Rule 415 Response Effort”). The Investor shall have the right to participate or have its counsel participate in any meetings or discussions with the staff of the Commission regarding such position and to comment or have its counsel comment on any written submission made to the staff of the Commission with respect thereto, and to have such comments relayed to the staff of the Commission with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the staff of the Commission to which the Shelf Requesting Shareholders have requested registration under Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2.03 4.1(a), the staff of the Commission has not altered its position and the Investor provides notice to the extent necessary Company to permit cease any further Rule 415 Response Efforts (the disposition “Investor Rule 415 Determination”), the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities so (the “Cut Back Shares”) and/or (ii) agree to be registered such restrictions and limitations on such Shelf Registrationthe registration and resale of the Registrable Securities as the staff of the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, provided however, that the Company shall be permitted not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). Notwithstanding any other provision of this Agreement to the contrary, no liquidated damages shall accrue pursuant to Section 4.1(d) (i) during the period beginning on the date of an SEC Objection and ending on the date that either the Company receives written notification from the Commission that the Company’s Rule 415 Response Effort has been successful or the Investor provides the Company with an Investor Rule 415 Determination or (ii) on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the registration under filing of an additional Registration Statement with respect to the Securities Act Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of any securities other than the Registrable Securities provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering Filing Date shall be deemed a Demand Registration for purposes of to be the Company’s obligation to effect no more than four Demand Registrations in date that is 30 days after the aggregate as set forth in Section 2.01(a)Restriction Termination Date.

Shelf Registration. (a) At any time after Following the first anniversary Commencement of Commercial Operations and at the request of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case Holders holding at least 10% of the Registrable Securities having a Fair Market Value of not less than $25 million (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholderscollectively, the “Shelf "Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(eHolders"), the Company shall use commercially reasonable efforts notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to effect prepare and file with the registration Commission a Registration Statement for an offering to be made on a delayed or a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act covering all or a portion of all the Registrable Securities, and shall thereafter prepare and file such Registration Statement (the "Shelf Registration"). Each Holder not a Requesting Holder shall notify the Company within thirty (30) days of receipt of a Shelf Notification if it intends to include Registrable Securities for which held by it in such Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in such Shelf Registration or in any subsequent Shelf Registration; provided that a Holder not a Requesting Holder may subsequently request a Shelf Registration pursuant to this Section 2.2(a) if such Holder (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) upon request of the Company, it has agreed not to include its Registrable Securities in such Shelf Registration, or (b) by reason of contractual obligation or law, it cannot at the time of the Shelf Notification include its Registrable Securities in a Shelf Registration and (ii) in each subsequent request for a Shelf Registration, such Holder (collectively with other Holders not Requesting Shareholders have requested Holders making such request) must request registration under this Section 2.03 of Registrable Securities with an aggregate Fair Market Value on the date of such request of not less than $25 million in Registrable Securities held by or issuable to such Holder(s). Each Shelf Registration shall be on a Form S-3 or another appropriate form (unless the extent necessary to permit the disposition Holders of the Registrable Securities so to be registered on offered thereby reasonably request a specific form) permitting registration of such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for resale by the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations Holders in the aggregate as set forth in Section 2.01(amanner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings).

Shelf Registration. (a) At any time after 2.1 On or prior to the first anniversary of the First Public OfferingFiling Date, if the Company is eligible shall prepare and use reasonable best efforts to use Form F-3 or Form S-3, a Shareholder or group file with the SEC the Registration Statement covering the resale of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities 1933 Act (or any successor or similar rule) (a “Shelf RegistrationRule 415”). The Subject to SEC comments, such Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Exhibit B, with such changes as the Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafterreasonably propose, subject to the restrictions set forth consent of each Holder, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no Holder shall be required to be named as an “underwriter” within the meaning of the 1933 Act without such Holder’s express prior written consent, except that a Holder may be named as a “statutory underwriter” if such Holder is, or is affiliated with, a broker-dealer and states such fact in Section 2.01(e)its Selling Stockholder Questionnaire (as defined below) or if the staff of the SEC requires such Holder to be so named. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to effect cause the registration Registration Statement filed under this Agreement to be declared effective under the Securities 1933 Act of as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the 1933 Act between the Effectiveness Date and the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144 or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for which the Shelf Requesting Shareholders have requested registration Company to be in compliance with the current public information requirement under this Section 2.03 Rule 144, as determined by the counsel to the extent necessary Company pursuant to permit a written opinion letter to such effect, addressed and acceptable to the disposition of Transfer Agent and the Registrable Securities so to be registered on such Shelf Registration, provided that affected Holders (the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration“Effectiveness Period”). The Company shall only be required to effectuate one Public Offering from such Shelf notify the Holders via e-mail of the effectiveness of the Registration (an “Underwritten Takedown”) Statement within any six-month period, which offering shall be deemed a Demand Registration for purposes two calendar days of the Company’s obligation to effect no more than four Demand Registrations in telephonic confirmation of effectiveness with the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. (a) At any If at the time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Issuer registers Registrable Securities under the Securities Act pursuant to this Section 2, the sale or other disposition of such Registrable Securities by the Holders may be made on a delayed or continuous basis pursuant to a registration statement on Form S-3 (or any successor form that permits the requesting Shareholder(s) incorporation by reference of future filings by the Issuer under the Exchange Act), or if Form S-3 is not available for use by the Issuer, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Issuer under the Exchange Act), then such registration statement, unless otherwise directed by the Requestor, shall be referred to herein filed as the a “Initial Shelf Requesting Shareholders”), may request the Company to effect a shelf” registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company Any such shelf registration shall give notice cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received manner or manners as may be specified by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions Requestor and set forth in the plan of distribution included in the registration statement. Except as provided in Section 2.01(e)6(b) hereof, the Company Issuer shall use commercially reasonable efforts to effect keep such “shelf” registration continuously effective as long as the registration delivery of a prospectus is required under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit in connection with the disposition of the Registrable Securities so registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to be registered on the form used by the Issuer for such Shelf Registration, provided that the Company shall be permitted to effect the registration under or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the chief executive officer or chief financial officer of the Issuer stating that, in the judgment of the Issuer, it is advisable to suspend use of a prospectus included in a registration statement due to pending or contemplated material developments or other events that have not yet been publicly disclosed and as to which the Issuer believes public disclosure would be detrimental to the Issuer, the Holders will refrain from making any securities sales of Registrable Securities under the shelf registration statement for a period of up to 60 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Issuer more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Issuer of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)). Each Holder agrees that, upon receipt of such notice from the Issuer, such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the shelf registration statement until the earlier of (X) the expiration of the period indicated in the certificate, if any, and (Y) the Holders’ receipt of a notice from the Issuer to the effect that such suspension has terminated; and shall treat such notice and any non-public information received in connection therewith in the strictest confidence and shall not disseminate such information. If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies, then in the Holders’ possession, of the most recent resale prospectus covering such Registrable Securities (including for at the benefit time of Persons not party to this Agreement) as part receipt of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)suspension notice.

Shelf Registration. (a) At any time after and from time to time commencing on the first anniversary earlier to occur of (i) the First Public Offeringsecond Business Day following the record date for the Special Distribution or (ii) the eleventh Business Day following the Termination Date, if as soon as practicable following the Company is eligible Partnership’s receipt of written notice from either Vitol or Charlesbank requesting the filing of a Shelf Registration Statement, the Partnership shall prepare and file a Shelf Registration Statement under the Securities Act covering Registrable Securities then outstanding; provided, however, that the right of Vitol or Charlesbank to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding request such filing shall expire at least any time that such Person and its Affiliates owns less than 10% of the Registrable Securities (aggregate Conversion Common Units issued to such Person and its Affiliates. If the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant is not automatically effective upon filing, the Partnership shall use its reasonable best efforts to Rule 415 under cause the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration Statement to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders maybecome effective as soon as reasonably practicable, upon notice received by the Company no but in any event not later than two Business Days 180 days after the date of the notice filing of a such Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders Registration Statement (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting ShareholdersFiling Date”). ThereafterA 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 the Partnership; provided, subject however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from a Shelf Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the restrictions set forth in Section 2.01(e)success of the Underwritten Offering of such Registrable Securities, the Company Partnership shall use commercially its reasonable best efforts to effect include such information in the registration prospectus supplement. The Partnership will use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act from the Effective Date until the earliest date on which any of the following occurs: (i) all Registrable Securities for which covered by such Shelf Registration Statement have been distributed in the manner set forth and as contemplated in such Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registration Statement, (ii) there are no longer any Registrable Securities so to be registered on outstanding and (iii) two years from the Effective Date of such Shelf Registration, provided Registration Statement (the “Effectiveness Period”). The Partnership covenants that a Shelf Registration Statement when it becomes or is declared effective (including the Company shall be permitted documents incorporated therein by reference) will comply as to effect the registration under form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from prospectus contained in such Shelf Registration (an “Underwritten Takedown”) within any six-month periodStatement, which offering shall be deemed a Demand Registration for purposes in the light of the Company’s obligation to effect no more than four Demand Registrations circumstances under which a statement is made). As soon as practicable following the Effective Date of a Shelf Registration Statement, but in any event within three (3) Business Days of such date, the aggregate as set forth in Section 2.01(a)Partnership will notify the Selling Holders of the effectiveness of such Shelf Registration Statement.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingPrior to December 31, if 1995, the Company is eligible to use Form F-3 or Form S-3shall file with the Commission, at the Company's expense, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a "shelf" registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement statement on any appropriate form pursuant to Rule 415 under the Act covering all Registrable Securities Act (or any successor or similar rule) (a “the "Shelf Registration”"). The Company shall give notice of such requested use its best efforts to have the Shelf Registration declared effective as promptly as practicable after such filing (but not later than 150 days after the date hereof) and to keep the Shelf Registration continuously effective three years following the date on which the Shelf Registration is declared effective (the "Shelf Registration Period"). The Company shall, to the other Shareholders extent necessary, supplement or amend the Shelf Registration (in each case, at least five Business Days prior the Company's expense) to keep the anticipated filing date of Shelf Registration effective during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received form utilized by the Company no later than two Business Days after or by the date instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder or as reasonably requested by any Holder. The Company shall furnish to the Holders copies, in substantially the form proposed to be used and/or filed, of any such supplement or amendment at least 30 days prior to its being used and/or filed with the Commission. The Company hereby consents to the use (in compliance with applicable law) of the notice prospectus or any amendment or supplement thereto by each of a Shelf Registration, request that the Company also effect a registration selling Holders of some or all Registrable Securities in connection with the offering and sale of the Registrable Securities held covered by such the prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses (other Shareholders (such other requesting Shareholders, together than fees and disbursements of underwriters) incurred in connection with the Initial Shelf Requesting ShareholdersRegistration, whether or not it becomes effective. In no event shall the “Shelf Requesting Shareholders”). ThereafterRegistration include securities other than Registrable Securities, subject to unless the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act Holders of all Registrable Securities consent to such inclusion. Nothing herein shall obligate the Company to incur or pay for which fees and disbursements of underwriters in connection with a distribution under the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. (a) At any time after the first anniversary earlier of the First commencement of the Exchange Offer or the closing of the Initial Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, Investors may request in each case holding at least 10% of the Registrable Securities writing (the requesting Shareholder(s“Registration Request”) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all or any portion of their Registrable Securities. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Shelf Registration Statement covering the resale of such number of Registrable Securities for which included in the Registration Request. In addition, upon the written request of an Investor, the Company shall promptly prepare and file with the Commission a Shelf Requesting Shareholders have requested registration under Registration Statement covering the resale of all other Registrable Securities beneficially owned by such Investor; provided, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to prepare and file any such Shelf Registration Statement covering such Registrable Securities (x) more than once per calendar quarter or (y) if the Registrable Securities to be covered by such Shelf Registration Statement represent less than one percent (1%) of the then-outstanding Company Shares. The Shelf Registration Statements described in this Section 2.03 2(a) shall relate to the extent necessary to permit the disposition offer and sale of the Registrable Securities so by the Investors thereof from time to be registered on time in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement (including any plan of distribution that the Investors may request from time to time, an initial form of which is attached hereto as Exhibit A) and Rule 415 under the Securities Act, together with any Registration Statement to replace such Registration Statement upon expiration thereof, if any (hereinafter the “Shelf RegistrationRegistration Statement”). Subject to the terms of this Agreement, provided that the Company shall use its reasonable best efforts to cause each such Shelf Registration Statement to be permitted to effect the registration declared effective under the Securities Act of any securities other than as promptly as possible after the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registrationfiling thereof. The Company shall only be required use its reasonable best efforts to effectuate one Public Offering address any comments from the Commission regarding such Shelf Registration Statement and to advocate with the Commission for the registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (an a “Underwritten TakedownRule 415 Limitation”) within any six-month periodor otherwise, such Shelf Registration Statement shall register the resale of a number of Company Shares which offering is equal to the maximum number of shares as is permitted by the Commission, and, subject to the provisions of this Section 2, the Company shall be deemed a Demand Registration for purposes of the Company’s obligation continue to effect no more than four Demand Registrations in the aggregate use its reasonable best efforts to register all remaining Registrable Securities as set forth in this Section 2.01(a)2. In such event, the number of Registrable Shares to be registered for the Investors in the applicable Shelf Registration Statement shall be reduced pro rata among all Investors. The Company shall continue to use its reasonable best efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, regulations and SEC Guidance.

Shelf Registration. (a) At any If, at the time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of registers the Registrable Securities under the Securities Act pursuant to this Section 2(a), the sale or other disposition of such Registrable Securities by the Holder may be made pursuant to a Registration Statement on Form S-3 (or any successor form that permits the requesting Shareholder(s) incorporation by reference of future filings by the Company under the Exchange Act), then such Required Registration Statement, unless otherwise directed by the Holder, shall be referred to herein filed as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a "shelf" Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company Any such shelf registration shall give notice cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such requested Shelf Registration other manner or manners as may be specified by the Holder. Notwithstanding the requirements in the first paragraph of Section 2(a)(i) with respect to the other Shareholders at least five Business Days prior to the anticipated filing date period of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date effectiveness of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)any Required Registration Statement, the Company shall use commercially its reasonable best efforts to effect keep such "shelf" registration continuously effective as long as the registration delivery of a Prospectus is required under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit in connection with the disposition of the Registrable Securities so registered thereby and, in furtherance of such obligation, shall supplement or amend such Registration Statement if, as and when required by the rules, regulations and instructions applicable to be registered on such Shelf Registration, provided that the form used by the Company shall be permitted to effect the for such registration under or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. On one occasion during each twelve months such shelf Registration Statement remains effective, upon the Holder's receipt of notice of the decision of the Board of Directors as specified in the fifth paragraph of Section 2(a)(i) above, the Holder will refrain from making any securities other than the sales of Registrable Securities (including under the shelf Registration Statement for the benefit a period of Persons not party up to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)90 days.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (a30) At any time days after the first anniversary Closing Date, file a Registration Statement under the Securities Act to permit the public resale of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Initial Shelf Requesting Shareholders under a Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than ninety (90) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar ruleprovision adopted by the Commission then in effect) (a “Shelf Registration”)at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall give notice of such requested Shelf use its best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the other Shareholders at least five Business Days prior extent necessary to ensure that such Registration Statement is available (including to use its best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the anticipated filing date resale of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by the Holders until all such other Shareholders Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business day of such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)date, the Company shall use commercially reasonable efforts notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to effect this subsection 2.1.1 (including the registration under documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 a material fact or omit to the extent state a material fact required to be stated therein or necessary to permit make the disposition statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the Registrable Securities so to be registered on circumstances under which such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(astatement is made).

Shelf Registration. (a) At Subject to any time after objection as contemplated by Section 3(a) hereof, on or prior to each Filing Date, the first anniversary Company shall prepare and file with the Commission a Registration Statement covering the resale of Registrable Securities in an amount equal to all of the First Public Offeringoutstanding Registrable Securities, or if less than all, such maximum number of the Registrable Securities as may be registered by the Company on a Registration Statement on Form S-3 (“Form S-3”) pursuant to the instructions for Form S-3 and as provided by SEC Guidance on the Filing Date, which Registrable Securities are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group of Shareholders, in each which case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) such registration shall be referred on another appropriate form in accordance herewith) and shall contain a plan of distribution in a form reasonably acceptable to herein as the “Initial Shelf Requesting Shareholders”)Holders. Subject to the terms of this Agreement, may request the Company shall use its commercially reasonable efforts to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under cause a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to immediately notify the other Shareholders at least five Business Days prior to the anticipated filing date Holders via facsimile or by e-mail of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice effectiveness of a Shelf Registration, request Registration Statement on the same Trading Day that the Company also effect telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the second Trading Day after the effective date of such Registration Statement, file a registration final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of some or all this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholdersto be registered on a particular Registration Statement filed pursuant to this Section 2, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act number of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that Registration Statement will be reduced on a pro rata basis based on the Company shall be permitted to effect the registration under the Securities Act total number of any securities other than the Registrable Securities (including for then held by the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Holders.

Shelf Registration. 2.1.1 The Company shall, as soon as practicable, but in any event within thirty (a30) At any time days after the first anniversary Closing Date, file a Registration Statement under the Securities Act to permit the public resale of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Initial Shelf Requesting Shareholders under a Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar ruleprovision adopted by the Commission then in effect) (a “Shelf Registration”)at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall give notice of such requested Shelf use its best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the other Shareholders at least five Business Days prior extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the anticipated filing date resale of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by the Holders until all such other Shareholders Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within one (1) business day of such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)date, the Company shall use commercially reasonable efforts notify the Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to effect this subsection 2.1.1 (including the registration under documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 a material fact or omit to the extent state a material fact required to be stated therein or necessary to permit make the disposition statements therein not misleading (in the case of any Prospectus contained in such Registration Statement, in the light of the Registrable Securities so to be registered on circumstances under which such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(astatement is made).

Shelf Registration. The Company shall within 90 days of the date of original issuance of the Notes, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Act on or prior to 180 days (aplus any additional days allowed as a result of a Supplemental Delay Period) At any time after the first anniversary date of original issuance of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3Notes, a Shareholder Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date of original issuance of the Notes or group of Shareholderssuch shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in each case holding at least 10% the opinion of counsel to the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”)Company, may request the Company to effect a registration of some or all of the Registrable Transfer Restricted Securities then held by the Holders may be sold by such Initial Shelf Requesting Shareholders under Holders in the public United States securities markets in the absence of a Registration Statement pursuant registration statement covering such sales or (iii) the date on which there ceases to Rule 415 under be outstanding any Transfer Restricted Securities (in any such case, such period being called the Securities Act (or any successor or similar rule) (a “Shelf Registration”"SHELF REGISTRATION PERIOD"). The Company shall give notice of such requested be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to offer and sell such Shelf Registration. Such other Shareholders maysecurities during that period, upon notice received unless (i) such action is required by applicable law, (ii) such action is taken by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders in good faith and for valid business reasons (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (not including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes avoidance of the Company’s obligation 's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(h) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)a Supplemental Delay Period.

Shelf Registration. (a) At any time after On or prior to the first anniversary Filing Date, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of the First Public Offering, Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group of Shareholders, in each which case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) such registration shall be referred to herein as on another appropriate form in accordance herewith) and shall contain substantially the “Initial Shelf Requesting Shareholders”)Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, may request the Company shall use its best efforts to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under cause a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), or the Commitment Period has expired and no Registrable Securities are then outstanding or may become outstanding on the exercise of any Warrant, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to promptly notify the other Shareholders at least five Business Days prior to the anticipated filing date Holders via facsimile of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice effectiveness of a Shelf Registration, request Registration Statement on the same Trading Day that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together telephonically confirms effectiveness with the Initial Shelf Requesting Shareholders, Commission. The Company shall file a final Prospectus with the “Shelf Requesting Shareholders”)Commission as required by Rule 424. Thereafter, subject Notwithstanding anything herein to the restrictions set forth contrary, in Section 2.01(e)the event that the Commission requires a reduction in the number of shares to be included on a Registration Statement, the Company shall use commercially reasonable efforts to effect reduce such shares by reducing the registration under number of Draw Down Shares first, the Securities Act of all Registrable Securities for which anti-dilution shares second, the Shelf Requesting Shareholders have requested registration under this Section 2.03 to Warrant Shares third and the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Shares last.

Shelf Registration. In the event that (ai) At any on or prior to the time after the first anniversary of the First Public OfferingExchange Offer is Consummated, if the Company is eligible to use Form F-3 or Form S-3the Guarantor determines that existing SEC interpretations are changed such that the Exchange Securities received by Holders in the Exchange Offer are not or would not be, upon receipt, transferable by each such Holder without restriction under the Securities Act, (ii) the Exchange Offer has not been Consummated within 210 days following the Closing Date, (iii) the Exchange Offer has been Consummated and in the opinion of counsel for the Initial Purchasers a Shareholder Registration Statement must be filed and a Prospectus must be delivered by the Initial Purchasers in connection with any offering or group sale of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the other than Registrable Securities held by Holders described in Section 7), or (iv) any applicable law or interpretations do not permit any Holder to Participate in the Exchange Offer, the Company and the Guarantor shall, in lieu of (or, in the case of clause (iii) of this sentence, in addition to) conducting the Exchange Offer contemplated by Section 2(a), file as soon as practicable after such Initial determination, date or notice of such opinion of counsel is given to the Company and the Guarantor, as the case may be, but no later than 45 days after the time such obligation to file arises, a Shelf Requesting Shareholders under a Registration Statement pursuant providing for the sale of all the Registrable Securities by the Holders thereof and use their best efforts to Rule 415 have such Shelf Registration Statement declared effective by the SEC under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective until the date expiration of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject period referred to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration Rule 144(k) under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 with respect to the extent necessary to permit the disposition of the Registrable Securities so or such shorter period that will terminate when all the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement. The Company and the Guarantor further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement, and to use their best efforts to cause any such amendment to be registered on such Shelf Registration, provided that declared effective by the Company shall be permitted to effect the registration SEC under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party and such Shelf Registration Statement and Prospectus to this Agreement) become usable as part of any Shelf Registrationsoon as thereafter practicable. The Company shall only be required and the Guarantor agree to effectuate one Public Offering from furnish to the Holders copies of any such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of supplement or amendment promptly after its being used or filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingOn or prior to each Filing Date, if the Company is eligible to use Form F-3 or Form S-3, shall prepare and file with the Commission a Shareholder or group “Shelf” Registration Statement covering the resale of Shareholders, in each case holding at least 10100% of the Registrable Securities (the requesting Shareholder(s) shall on such Filing Date for an offering to be referred made on a continuous basis pursuant to herein as the “Initial Shelf Requesting Shareholders”)Rule 415, may request the Company to effect a registration of some or all provided that if 100% of the Registrable Securities held by such Initial Shelf Requesting Shareholders under not previously registered hereunder shall equal or exceed 49% of the issued and outstanding shares of Common Stock on the actual filing date of a Registration Statement pursuant (such amount, the “Registration Cap”), such Registration Statement shall register a number of shares of Common Stock which is equal to the Registration Cap, and the remaining unregistered Registrable Securities shall be subject to Section 3(c) until all Registrable Securities are registered; provided, however, that, as a reasonable response to comments on Rule 415 from the Commission and upon 10 days’ prior written notice to each Holder, the Company may reduce the Registration Cap to any percentage of the issued and outstanding shares of Common Stock between 33.0% and 48.9%; provided, further, that, upon the written request of Holders of at least 50.1% in interest of the then unregistered Registrable Securities, the Company shall use best efforts to register an amount of Registrable Securities in excess of the then Registration Cap in any Registration Statement, as indicated in such request. In the event that less than 100% of the Registrable Securities are included on a Registration Statement, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its good faith commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its good faith commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice telephonically request effectiveness of a Shelf Registration, request that the Company also effect Registration Statement as of 5:00 p.m. (New York City time) on a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationTrading Day. The Company shall only be required to effectuate one Public Offering from such Shelf immediately notify the Holders via facsimile or electronic mail of the effectiveness of a Registration (an “Underwritten Takedown”) within any six-month periodStatement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which offering shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in an Event under Section 2.01(a2(b).

Shelf Registration. The Company shall (ai) At any time after the first anniversary prepare and file within thirty (30) days of the First Public Offering, if Issue Date (plus up to an additional thirty (30) days to the extent reasonably necessary to prepare any necessary financial statements of the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(sits predecessors) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a an initial registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 statement under the Securities Act to permit the public resale of Registrable Securities from time to time as permitted by Rule 415 (or any successor or similar ruleprovision adopted by the Commission then in effect) of the Securities Act (a “Shelf RegistrationRegistration Statement”) (provided, for the avoidance of doubt, that such Registration Statement may not be filed prior to June 5, 2021) and (ii) use its reasonable best efforts to cause such initial Registration Statement to become effective no later than ninety (90) days from the earlier of (i) the date of filing of the Registration Statement and (ii) the date that is 60 days after the Issue Date (the “Target Effective Date”). The Company shall give notice of will use its reasonable best efforts to cause such requested Shelf initial Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the other Shareholders at least five Business Days prior Securities Act, with respect to the anticipated filing date of the any Holder, or if such Registration Statement is not available, that another registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by is available for the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all resale of the Registrable Securities, in each case until the earliest to occur of the following: (A) the date on which all Registrable Securities held covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such other Shareholders Registration Statement and (B) the date on which there are no longer any Registrable Securities outstanding (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholdersperiod, the “Shelf Requesting ShareholdersEffectiveness Period”). ThereafterA 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 the Company; provided that, subject (i) if the Company is then eligible, it shall file such Registration Statement on Form S-3 and (ii) if such Registration Statement is on Form S-1 and the Company later becomes eligible to register the restrictions set forth in Section 2.01(eRegistrable Securities for resale on Form S-3 (including without limitation a Form S-3 filed as an automatic shelf Registration Statement), the Company shall use commercially reasonable efforts amend such Registration Statement to effect the registration under the Securities Act a Registration Statement on Form S-3 or file a Registration Statement on Form S-3 in substitution of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) Registration Statement as part of any Shelf Registrationinitially filed. The Company shall only be required entitled to effectuate one Public Offering from such Shelf Registration take into account of the position of the staff of the Commission (an the “Underwritten TakedownStaff”) within any six-month period, with respect to the character and maximum number of Registrable Securities which offering shall may be deemed a Demand registered on the Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. (a) At any time after No later than the first anniversary Lockup Termination Date of the First Public earlier to occur of (i) an IPO of the Company, or (ii) a Demand Offering (and in the case of a Demand Offering, if no Company lock-up exists, then ninety (90) calendar days following the Effective Date of such Demand Offering) (such date, the “Filing Deadline”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of all outstanding Registrable Securities not already covered by an effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to SEC Rule 415 or, if SEC Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of the Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form F-3 (except if the Company is eligible then ineligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of register for resale the Registrable Securities (the requesting Shareholder(s) on Form F-3, in which case such registration shall be referred on Form F-1 or such other form available to herein register for resale the Registrable Securities as a secondary offering), subject to the provisions of Subsection 2.1(e), and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Initial Shelf Requesting Shareholders”Plan of Distribution” section attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, may request in the event the Commission informs the Company to effect a registration of some or that all of the Registrable Securities cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the Holders and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Investment Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities represented by shares of Common Stock (applied, in the case that some shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of shares of Common Stock held by such Holders). In the event the Company amends the Initial Shelf Requesting Shareholders under a Registration Statement pursuant or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to Rule 415 under file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form F-3 or such other form available to register for resale those Registrable Securities Act that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (or any successor or similar rule) (a the “Shelf RegistrationRemainder Registration Statements”). The Company shall give notice of such requested Shelf cause each Registration Statement required to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received be filed by the Company Filing Deadline and to be declared effective by the Commission no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders Effectiveness Deadline (such other requesting Shareholders, together including filing with the Initial Shelf Requesting Shareholders, Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(eSecurities Act), the Company and shall use commercially its reasonable best efforts to effect the registration keep each Registration Statement continuously effective under the Securities Act of all for so long as Registrable Securities for which remain outstanding (the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration“Effectiveness Period”). The Company shall only be required to effectuate one Public Offering from such Shelf telephonically request effectiveness of a Registration (an Statement as of 5:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “Underwritten Takedown”) within any six-month period.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which offering date of confirmation shall initially be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 A.M. New York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b). Failure to so notify the Holders on or before the second Trading Day after such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(aan Event under Subsection 2.1(c).

Shelf Registration. (a) At any time after the first anniversary request of the First Public Offeringan Investor, if the Company is eligible shall use its best efforts to use promptly file a registration statement on Form F-3 S-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of such other form under the Registrable Securities (the requesting Shareholder(s) shall be referred Act then available to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of providing for the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement resale pursuant to Rule 415 under from time to time, and on a continuing basis, by the requesting Investor of such number of Registrable Securities Act requested by the Investor to be registered thereby (including the prospectus, amendments and supplements to the shelf registration statement or any successor prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or similar rule) (a deemed to be incorporated by reference, if any, in such shelf registration statement, the “Shelf RegistrationRegistration Statement”). The Company shall give notice of such requested use its best efforts to cause the Shelf Registration Statement to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received be declared effective by the Company no later than two Business Days after the date of the notice of a Shelf RegistrationCommission as promptly as practicable following such filing; provided, request however, that the Company also effect a registration of some will be permitted to postpone (upon written notice to the Investors) the filing or all the effectiveness of the Registrable Securities held by such other Shareholders Shelf Registration Statement (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”on one or more occasions). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the aggregate number of days the Company shall be permitted to so postpone, together with any and all days postponed in respect of a registration statement with respect to any and all Demands pursuant to Section 2.01(e), shall not exceed an aggregate of forty-five (45) days in any period of twelve ((12) consecutive months), if the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the Shelf Registration Statement would have a material adverse effect on any proposal or plan by the registration under the Securities Act Company to engage in any debt or equity offering, material acquisition or disposition of any securities assets (other than in the Registrable Securities (including for the benefit ordinary course of Persons not party to this Agreementbusiness) as part of or any Shelf Registrationmerger, consolidation, tender offer or other similar transaction. The Company shall only be required to effectuate one Public Offering from such maintain the effectiveness of the Shelf Registration (an “Underwritten Takedown”) within any six-month period, Statement until the first date as of which offering all the Registrable Securities included in the Shelf Registration Statement have been sold. The Company shall be deemed maintain the effectiveness of the Initial Resale Registration Statement until the first date as of which all the shares of Common Stock included in the Initial Resale Registration Statement have been sold. The effectiveness of the Initial Resale Registration Statement shall not constitute a Demand Registration for purposes of this Agreement; provided, that any subsequent requests for a Shelf Registration Statement pursuant to this Section 2.03 shall constitute a Demand hereunder. For the avoidance of doubt, the effectiveness of the Initial Resale Registration Statement shall not satisfy, limit, delay or reduce, the Company’s obligation obligations pursuant to effect no more than four Demand Registrations in the aggregate as set forth in this Section 2.01(a)2.03.

Shelf Registration. (a) At any time As promptly as possible after the first anniversary Conversion Date as defined in Section 3(b) of the First Public OfferingNote, if the Company is eligible shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to use Form F-3 or Form S-3be made on a continuous basis pursuant to Rule 415. If for any reason (including, a Shareholder or group without limitation, the Commission’s interpretation of Shareholders, in each case holding at least 10% Rule 415) the Commission does not permit all of the Registrable Securities (to be included in such Registration Statement, then the requesting Shareholder(s) Company shall prepare and file with the Commission one or more separate Registration Statements with respect to any such Registrable Securities not included with the initial Registration Statements, as soon as allowed under SEC Regulations and is commercially practicable. The Registration Statement shall be referred to herein as on a Form S-3; in the “Initial Shelf Requesting Shareholders”)event Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, may request the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statements then in effect until such time as a registration Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under in a Registration Statement pursuant is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities 1933 Act (or any successor or similar rule) (a requires the Investor to be named as an “Shelf Registrationunderwriter”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use its commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Investor is not an “underwriter”. The Investor shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have her counsel comment on any written submission made to the SEC with respect thereto, and to have such comments relayed to the SEC with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the SEC to which the Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts to effect and compliance with the registration under the Securities Act terms of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 2(e), the SEC refuses to alter its position, the extent necessary to permit Company shall (i) remove from the disposition Registration Statement such portion of the Registrable Securities so (the “Cut Back Shares”) and/or (ii) with the consent of the Investor’s counsel, not to be registered unreasonably withheld, agree to such restrictions and limitations on such Shelf Registrationthe registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, provided however, that the Company shall be permitted not agree to name the Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor (collectively, the “SEC Restrictions”). No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the registration under filing of an additional Registration Statement with respect to the Securities Act Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of any securities other than the Registrable Securities provisions of this Agreement (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering Filing Date shall be deemed a Demand Registration for purposes of to be the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Restriction Termination Date.

Shelf Registration. (a) At Subject to Section 1.2 and except as otherwise contemplated in Section 2.12, at any time after following the first anniversary expiration of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under Restricted Period when a Registration Statement registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), upon Investor’s written request and subject to Investor’s compliance with Section 2.10, Issuer will use its reasonable best efforts to register, under the Securities Act on Form S-3 (or, if Form S-3 is not then available to the Issuer, such other form that is so available) for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (or any successor or similar rule) (a “Shelf Registration”), the offer and sale of all or a portion of the Registrable Securities. The Company shall give notice of such requested If the Issuer then meets or is deemed to meet the eligibility requirements to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act) (“ASRS”) set forth in General Instruction I.D. to Form S-3, the Issuer will cause the Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date be an ASRS. The “Plan of the registration statement relating to Distribution” section of such Shelf RegistrationRegistration will permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering and any dispositions effected in connection with Hedging Transactions, Stock Lending Transactions or Permitted Pledges. Such other Shareholders mayWith respect to each Shelf Registration requested in compliance with this Section 2.1, upon notice received by Issuer will, subject to any Suspension Period, (i) as promptly as practicable after Investor’s written request (and in the Company no later than two Business Days after the date of the notice case of a Shelf RegistrationRegistration on Form S-3, request that in no event other than as a result of a Suspension Period, later than twenty (20) Business Days following the Company also effect receipt of such request, and in the case of a registration Shelf Registration on Form S-1, in no event other than as a result of some or all a Suspension Period, later than forty (40) Business Days following the receipt of the such request), file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as practicable, and remain effective until such time as there are no Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities remaining for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)offer and sale thereunder.

Shelf Registration. As soon as practicable following the date of this Agreement and upon written notice by the Stockholder of a request to register the Registrable Securities (a) At any time but in no event longer than 30 days after the first anniversary date of this Agreement), the Company shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the First Public OfferingSecurities Act (a “Registration Statement”); provided, however, that if the Company is eligible to use Form F-3 or then eligible, it shall file such initial registration statement on Form S-3. If the Company is not a WKSI, a Shareholder or group the Company shall use its commercially reasonable efforts to cause such initial Registration Statement to become effective no later than 180 days after the date of Shareholders, in each case holding at least 10% filing of the Registrable Securities such Registration Statement (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf RegistrationFiling Date”). The Company shall give notice will use its commercially reasonable efforts to cause such Registration Statement filed pursuant to this Section 2.l(a) to be continuously effective under the Securities Act until the earliest to occur of the following: (i) all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) one year from the Effective Date of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date Statement (in each case of the registration statement relating to such Shelf Registration. Such other Shareholders mayclause (i), upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some (ii) or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholdersiii), the “Shelf Requesting ShareholdersEffectiveness Period”). ThereafterA Registration Statement filed pursuant to this Section 2.l(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, subject to in light of the restrictions set forth circumstances under which they were made, not misleading. As soon as practicable following the date that a Registration Statement becomes effective, but in Section 2.01(e)any event within three (3) Business Days of such date, the Company shall use commercially reasonable efforts to effect provide the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition Holders with written notice of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act effectiveness of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf a Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. If the Preferred Stock shall have previously been converted into Registrable Securities, then the Company shall, within ten (a10) At any time after the first anniversary days of the First Public Offeringreceipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of any other such request) with the Commission a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group of Shareholders, in each which case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) such registration shall be referred to herein on another appropriate form in accordance herewith as the Designated Holders may consent) and shall contain (except if otherwise directed by the Designated Holders) the “Initial Shelf Requesting Shareholders”), may request the Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to effect a registration of some or all of the Registrable Securities held by cause such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act as promptly as possible after the filing thereof, and in any event within sixty (60) days of the Purchaser Request (or one hundred twenty (120) days in the event the SEC has determined to review the applicable Registration Statement) and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities are eligible for sale under paragraph (k) of Rule 144 without any successor volume, manner of sale or similar ruleother restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2 (i) during the 90 day period commencing on the effective date of such requested Shelf Registration any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other Shareholders at least five Business Days prior than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the anticipated filing date Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such Shelf Registration. Such other Shareholders maynotice and ending upon the earliest of (i) effectiveness of such registration statement , upon notice received (ii) a decision by the Company no later than two Business Days not to pursue effectiveness of such registration statement or (iii) 90 days after the date filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the notice Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a Shelf Registration, request that the Company also effect a registration of some material pending or all of the Registrable Securities held by imminently prospective transaction or development and it is therefore essential to suspend such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)Registration Statement’s effectiveness, the Company shall use commercially reasonable efforts have the right to effect the registration under the Securities Act suspend such effectiveness for a period of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition not more than sixty (60) days in aggregate after receipt of the Registrable Securities so to be registered on such Shelf RegistrationPurchaser Request; provided, provided however, that the Company shall be permitted to effect the registration under the Securities Act of may not utilize this right more than twice in any securities other than the Registrable Securities twelve (including for the benefit of Persons not party to this Agreement12) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. (a) At any time after If requested by the first Investor prior to the second anniversary of the First Public closing of the Rights Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, but subject to the Transfer restrictions set forth in Section 2.01(e)4.2, the Company shall will use its commercially reasonable efforts to effect qualify for registration on and to file, a registration statement on Form S-3 or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration Statement”), and such Short-Form Registration Statement will be a “shelf” registration statement providing for the registration under registration, and the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition sale on a continuous or delayed basis, of the Registrable Securities so pursuant to Rule 415 from and after the second anniversary of the closing of the Rights Offering. In no event shall the Company be obligated to effect any shelf other than pursuant to a Short-Form Registration Statement. Upon filing a Short-Form Registration Statement, the Company will, if applicable, use its commercially reasonable efforts to (i) cause such Short-Form Registration Statement to be registered on declared effective, and (ii) keep such Shelf RegistrationShort-Form Registration Statement effective with the SEC at all times. Any Short-Form Registration Statement shall be re-filed upon its expiration, provided that and the Company shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration Statement as may be reasonably requested by a Holder or as otherwise required, until the Holders who would require such registration to effect a sale of the Registrable Securities no longer hold the Registrable Securities so registered; provided that no Holder may be permitted to effect sell under such “shelf” registration statement during such times as the registration under trading window is not open for Company senior management in accordance with the Securities Act of Company’s policies. The Company will pay all Registration Expenses incurred in connection with any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationShort-Form Registration Statement. The Company shall only be required use its commercially reasonable efforts to effectuate one Public Offering from take such Shelf Registration actions as are under its control to become a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and not become an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of ineligible issuer (as defined in Rule 405 under the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(aSecurities Act)).

Shelf Registration. (a) At any time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 1020% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five two Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four six Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. If (ai) At any time the Company is not required to file an Exchange Offer Registration Statement with respect to the Exchange Bonds because the Exchange Offer is not permitted by applicable law or Commission policy (after the first anniversary procedures set forth in Section 6(a)(i) hereof have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the First Public OfferingExchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Bonds acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, if the Company shall, if, and when, the Company is eligible to use Form F-3 or Act Form S-3, a Shareholder (x) cause to be filed on or group of Shareholders, in each case holding at least 10% of prior to 180 days after the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request date on which the Company determines that it is not required to effect a registration of some or all of file the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Exchange Offer Registration Statement pursuant to clause (i) above or 180 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Securities Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use its best efforts to cause such Shelf Registration Statement to become effective on or any successor or similar ruleprior to 270 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) hereof, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (a “Shelf Registration”)x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall give notice of such requested use its reasonable best efforts to keep the Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayStatement discussed in this Section 4(a) continuously effective, upon notice received supplemented and amended as required by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, and subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act provisions of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 Sections 6(b) and (c) hereof to the extent necessary to permit ensure that it is available for sales of Transfer Restricted Securities by the disposition of the Registrable Securities so Holders thereof entitled to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from hereof) following the date on which such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of Statement first becomes effective under the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Act.

Shelf Registration. Beginning 30 days prior to the first anniversary of the date hereof, any Holder may deliver to the Company a written notice requesting registration of such Holder’s Registrable Securities and the Company agrees, subject to the terms of this Agreement, to the extent that the Company does not have an effective shelf registration statement under which the Registrable Securities could be offered (a) At any time an “Automatic Shelf”), to file as promptly as reasonably practical after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3date hereof, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement statement pursuant to Rule 415 under the Securities Act (on Form S-3 or any successor or similar rule) another appropriate form (a “Shelf RegistrationRegistration Statement”). The Company shall give notice of such requested Shelf Registration to ) for the other Shareholders at least five Business Days prior to the anticipated filing date registration of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received issuance by the Company no later than two Business Days after of Registrable Securities issuable upon the date exchange of Units and of the notice resale of all of such Registrable Securities and the Registrable Securities of each other Holder. Each Holder agrees to provide in a Shelf Registration, request that the Company also effect a registration of some or all timely manner information regarding any proposed distribution by such Holder of the Registrable Securities held by and such other Shareholders (such other requesting Shareholders, together information reasonably requested by the Company in connection with preparation of and for inclusion in the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”)Registration Statement. Thereafter, subject Subject to the restrictions set forth in Section 2.01(e)other terms hereof, the Company shall use commercially reasonable efforts to effect such a registration. The Company agrees to use commercially reasonable efforts to keep the registration Shelf Registration Statement or Automatic Shelf, as the case may be, with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which ninety percent (90%) of the number of Registrable Securities covered by the Registration Statement have been sold pursuant thereto and (ii) the date on which all Registrable Securities held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, are eligible for immediate sale pursuant to Rule 144(b)(1) under the Securities Act of and all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition held by each Holder who is an affiliate of the Registrable Securities so Company, in the opinion of counsel for the Company, are eligible for sale pursuant to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration Rule 144 under the Securities Act of any securities other than and could be sold in one transaction in accordance with the Registrable volume limitations contained in Rule 144(e)(1)(i) under the Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationAct. The Company shall only not be required to effectuate have more than one Public Offering from such Shelf Registration (Statement effective at any one time with respect to the Registrable Securities. To the extent that the Company has an “Underwritten Takedown”) within any six-month periodeffective Automatic Shelf, which offering shall be deemed a Demand Registration for purposes beginning on the first anniversary of the Company’s obligation date hereof, the Company will, without any request or demand by any Holder, use commercially reasonable efforts to effect no more than four Demand Registrations in prepare and file a prospectus supplement covering the aggregate as set forth in Section 2.01(a)resale of all of the Registrable Securities.

Shelf Registration. (a) At As soon as possible but no later than the Filing Date, the Company shall use best efforts to prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (such initial Registration Statement, together with any time after the first anniversary of the First Public Offeringadditional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group in which case such registration shall be on another appropriate form in accordance herewith), and shall contain the Plan of ShareholdersDistribution attached hereto as Annex A. The Company shall use its best efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act as soon as possible but, in each case holding at least 10% of any event, no later than the Registrable Effectiveness Date, and shall use its best efforts to keep the Mandatory Shelf Registration Statement continuously effective under the Securities (the requesting Shareholder(s) shall be referred to herein Act until such time as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held covered by such Initial Shelf Requesting Shareholders under a Registration Statement have either been publicly sold by the Holders or may be sold by the Holders without restriction pursuant to Rule 415 144 under the Securities Act (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received Internet) by the Company no later than two Business Days after the date Holders of the notice of a Shelf Registration, request that the Company also effect a registration of some or any and all of Registrable Securities. If the Registrable Securities held shall be resold by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth Holders in Section 2.01(e)an Underwritten Offering, the Company may include in an such registration other securities for sale for its own account; provided that if the underwriters for the offering shall use commercially reasonable efforts to effect determine that marketing factors require a limitation in the registration under the Securities Act number of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so shares to be registered on included in such Shelf Registrationoffering, provided that then the Company securities to be sold by the Holders shall be permitted to effect the included in such registration under the Securities Act of before any securities other than the Registrable Securities (including proposed to be sold for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes account of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (a) At any time after the first anniversary of the First Public Offering, except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group of Shareholders, in each which case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) such registration shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”on another appropriate form in accordance herewith). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to i) not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities to be included in the Registration Statement except for such securities listed on Schedule II hereto and (including ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the benefit actual number of Persons not party to this Agreement) as part shares of any Shelf Registration. The Common Stock into which the Notes are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall only have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be required declared effective by the Commission as soon as possible, but in no event later than forty-five (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodbe issued upon conversion of the principal amount of the Notes then outstanding, which offering or upon the exercise of the Warrants then outstanding, the Purchasers shall be deemed a Demand entitled to demand in writing that the Company prepare and file an additional Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. (a) At any time after The Company shall (i) prepare and file with the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities and Exchange Commission (the requesting Shareholder(s"Commission") shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some statement for an offering to be made on a delayed or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement continuous basis pursuant to Rule 415 under the Securities Act covering the Registrable Shares, or (or any successor or similar ruleii) amend an effective Shelf Registration of the Company to provide for the inclusion of the Registrable Shares (a “the "Shelf Registration”"). The Shelf Registration shall be on Form S-1 or another appropriate form (e.g. Form S-3 after having established eligibility ---- therefor) permitting registration of the Registrable Shares for resale by the Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings; provided, however, that if Form S-1 is used to register the Registrable Shares and the Company shall thereafter become eligible to use Form S-3, the Company shall, beginning with the Company's next filing after having established S-3 eligibility, file with the Commission a post-effective amendment to the Shelf Registration converting the Form S-1 into a Form S-3). The Company shall give notice use its maximum reasonable efforts (subject in all cases to any procedures and limitations which may be imposed by the staff of such requested the Commission) to (i) cause the Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration be declared effective under the Securities Act as soon as practicable following the closing of all Registrable Securities for which the Merger contemplated in the Merger Agreement; and (ii) keep the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration Registration continuously effective under the Securities Act for a period (the "Effectiveness Period") of the shorter of (A) three years from the Issue Date, (B) such period that will terminate when all Registrable Shares are tradeable without restriction under any securities other than applicable rules and regulations under the Securities Act, and (C) such period that will terminate when all Registrable Securities (including for Shares covered by the benefit Shelf Registration have been disposed of Persons not party to this Agreement) as part of any in accordance with the Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. (a) At any time On or prior to the Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1, SB-2 or S-3 (or such oxxxx xxxropriate form as the Holders may consent for the registration of Registrable Securities contemplated by this Agreement) and shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as ANNEX A, and cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the first anniversary of filing thereof, but in any event prior to the First Public OfferingEffectiveness Date, if and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company is eligible pursuant to use Form F-3 or Form S-3a written opinion letter to such effect, a Shareholder or group of Shareholdersaddressed and acceptable to the Company's transfer agent and the affected Holders (the "EFFECTIVENESS PERIOD"), PROVIDED, that the Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in each case holding at least 10% of the Holders not being able to sell the Registrable Securities (covered by such Registration Statement during the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”)Effectiveness Period, may request unless such action is required under applicable law or the Company has filed a post-effective amendment to effect a the Registration Statement and the Commission has not declared it effective. Not later than ten days after the Company first meets the registration eligibility and transaction requirements for the use of Form S-3 (or any successor form) for registration of some the offer and sale by the Purchasers of Registrable Securities, the Company shall file a Registration Statement on Form S-3 (or all of any successor form) with respect to the Registrable Securities held covered by the Registration Statement previously filed pursuant to this Section 2(a) or convert such Initial Shelf Requesting Shareholders under a previously filed Registration Statement pursuant to Rule 415 429 under the Securities 1933 Act and use its best efforts to have such Registration Statement (or any successor or similar rulesuch amendment) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) declared effective as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate soon as set forth in Section 2.01(a)practicable thereafter.

Shelf Registration. (a) At any time commencing after the first anniversary effective time of the First Public OfferingSeries C Purchase Agreement, if the Company is eligible to use file with the SEC a Registration Statement on Form F-3 S-3 (or Form S-3any successor form thereto), the Majority Holders shall have the right to request in writing that the Company (i) register all or any portion of such Holder’s Registrable Securities by filing with the SEC a Shareholder or group Shelf Registration Statement for a public offering of Shareholders, in each case holding at least 10% such shares of the Registrable Securities (a “Shelf Request”) (which Shelf Request shall specify the requesting Shareholder(samount of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof) and (ii) shall be referred use its best efforts to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 register under the Securities Act for public sale such Registrable Securities of such Holder. As promptly as practicable, but no later than ten (or any successor or similar rule10) (a “calendar days after receipt of the Shelf Registration”)Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. The Company shall give include in the Shelf Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within twenty (20) calendar days after the receipt of such written notice from the Company, in each cash subject to the provisions of Section 2.5(d). Accordingly, once an Initiating Holder has made a Shelf Request and the Company has sent the required notice of such requested Shelf Registration Request to all other Holders, such other Holders may elect to participate in the other Shareholders at least five Business Days prior registration or not, but such Holders will not have the right to make a separate Shelf Request until the anticipated filing date expiration of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after ninety (90) calendar day period following the date of the notice of initial Shelf Request. The Company shall, as expeditiously as possible following a Shelf RegistrationRequest, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together use its best efforts to cause to be filed with the Initial SEC a Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect Registration Statement providing for the registration under the Securities Act of all the Registrable Securities for which the Shelf Requesting Shareholders have Company has been so requested registration under this Section 2.03 to register by all such Holders, to the extent necessary to permit the disposition of the such Registrable Securities so to be registered on in accordance with the intended methods of disposition thereof specified in such Shelf RegistrationRequest or further requests. The Company shall use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Shelf Registration Statement continuously effective for the period specified in Section 4.1(b). If the sole or lead managing Underwriter (if any) or the Majority Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 (or any successor form thereto) is of material importance to the success of the offering, provided that then such Registration Statement shall include such additional disclosure. Any Holder requesting inclusion in a registration effected pursuant to this Section 2.1(a) may, at any time prior to the effectiveness of the Shelf Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. For the avoidance of doubt, a Shelf Request shall not count against the number of Demand Registration rights pursuant to the provisions of Section 2.2(b). Whenever the Company shall be permitted effect a registration pursuant to effect the registration under the Securities Act of any a Shelf Request, no securities other than the Registrable Securities (including for shall be covered by such registration unless the benefit Majority Holders of Persons not party the Registration shall have consented in writing to this Agreement) as part the inclusion of any Shelf Registrationsuch other securities. The Company shall only be required registration rights granted pursuant to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”the provisions of this Section 2.1(a) within any six-month period, which offering shall be deemed a Demand Registration for purposes in addition to the registration rights granted pursuant to the other provisions of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in this Section 2.01(a)2.

Shelf Registration. Company shall (ai) At any time after prepare and file with the first anniversary of the First Public Offering, if the Company is eligible to use Commission a registration statement on Form F-3 S-1 (or Form S-3, a Shareholder or group if available for use by the Company for the registration of Shareholders, in each case holding at least 10% the resale of the Warrants and Common Stock exercisable thereunder) with respect to all of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as such registration statement, including any replacement registration statement, the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company Statement”) no later than two Business Days thirty (30) days following the first day after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided Agreement that the Company shall have filed all reports required to be permitted filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve (12) months from the date of this Agreement, which Shelf Registration Statement (A) shall comply as to effect form in all material respects with the registration under requirements of the applicable form and include all financial statements required by the Commission to be filed therewith or be incorporated by reference therein and (B) shall be reasonably acceptable to the Administrative Agent and the Required Lenders, and (ii) use its commercially reasonable efforts (which shall include, (x) filing with the Commission a request for acceleration of the Shelf Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act within five calendar days of any securities other than the Registrable Securities date that the Company is notified (including for orally or in writing, whichever is earlier) by the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from Commission that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review and/or (an y) prior to the effective date of the Shelf Registration Statement, filing a pre-effective amendment and otherwise responding in writing to comments made by the Commission in respect of such Shelf Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Shelf Registration Statement to be declared effective) to facilitate the Shelf Registration Statement being declared effective by the Commission within sixty (60) days of filing or such earlier date as may be practicable (the “Underwritten TakedownEffectiveness Date”) within any six-month period); provided, which offering shall be deemed a Demand Registration for purposes of however, that the Company’s obligation obligations to effect no more than four Demand Registrations include a Holder’s Registrable Securities in the aggregate as set forth Shelf Registration Statement are contingent upon such Holder furnishing in Section 2.01(a).writing to the Company such information regarding such Holder, the securities of the Company held by such Xxxxxx and the intended

Shelf Registration. (a) At any time after The Company shall (i) within 270 days following the first anniversary Issue Date, file with the Commission the Shelf Registration Statement relating to the issuance and resale of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities Warrant Shares (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement including securities deemed registered pursuant to Rule 415 416 under the Securities Act) by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders and set forth in the Shelf Registration Statement and, thereafter, (ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act (within 365 days following the Issue Date; provided, however, that no Holder shall be entitled to have the Warrant Shares held by it covered by the Shelf Registration Statement unless such Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. Each Holder as to which any successor or similar rule) (a “Shelf Registration”)Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall give notice of such requested Shelf Registration be deemed not to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially have used its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which cause the Shelf Requesting Shareholders Registration Statement to be declared effective unless the Company determines in good faith that any actions taken to do so (i) would violate any applicable law to which it was then subject or (ii) would require the Company to disclose an otherwise confidential, material financing, acquisition or other corporate transaction and management shall have requested registration under this Section 2.03 to determined in good faith as evidenced by an Officer's Certificate that such disclosure is not in the extent necessary to permit the disposition best interest of the Registrable Securities so Company and its shareholders; provided, however, that no delay in effectiveness pursuant to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities clause (including for the benefit of Persons not party to this Agreementi) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration or (an “Underwritten Takedown”ii) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)above may exceed 45 days.

Shelf Registration. (a) At As soon as possible but no later than the Filing Date, the Company shall use best efforts to prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (such initial Registration Statement, together with any time after the first anniversary of the First Public Offeringadditional Registration Statements to be filed pursuant to Section 2(b) below, each a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group in which case such registration shall be on another appropriate form in accordance herewith), and shall contain the “Plan of ShareholdersDistribution” attached hereto as Annex A. The Company shall use its best efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act as soon as possible but, in each case holding at least 10% of any event, no later than the Registrable Effectiveness Date, and shall use its best efforts to keep the Mandatory Shelf Registration Statement continuously effective under the Securities (the requesting Shareholder(s) shall be referred to herein Act until such time as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held covered by such Initial Shelf Requesting Shareholders under a Registration Statement have either been publicly sold by the Holders or may be sold by the Holders without restriction pursuant to Rule 415 144 under the Securities Act (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received Internet) by the Company no later than two Business Days after the date Holders of the notice of a Shelf Registration, request that the Company also effect a registration of some or any and all of Registrable Securities. If the Registrable Securities held shall be resold by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth Holders in Section 2.01(e)an Underwritten Offering, the Company may include in an such registration other securities for sale for its own account; provided that if the underwriters for the offering shall use commercially reasonable efforts to effect determine that marketing factors require a limitation in the registration under the Securities Act number of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so shares to be registered on included in such Shelf Registrationoffering, provided that then the Company securities to be sold by the Holders shall be permitted to effect the included in such registration under the Securities Act of before any securities other than the Registrable Securities (including proposed to be sold for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes account of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. (a) At any time commencing on or after the first anniversary of Initial Acquisition Closing Date, upon the First Public Offeringwritten request from the Holders, if the Company is eligible which request may be made on up to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, two separate occasions in each case holding at least 10% of the Registrable Securities any given year (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting ShareholdersDemand Notice”), may request the Company to effect shall prepare and file with the Commission a registration Registration Statement covering the resale of some or all of the Registrable Securities held not already covered by such Initial Shelf Requesting Shareholders under a an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities Act as the Company may reasonably determine (or any successor or similar rule) (a the “Shelf RegistrationInitial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall give notice be on such other form available to register for resale of such requested Shelf Registration the Registrable Securities as a secondary offering) subject to the other Shareholders at least five Business Days prior to the anticipated filing date provisions of Section 2(e). Notwithstanding the registration statement relating to such Shelf Registration. Such other Shareholders mayobligations set forth in this Section 2, upon notice received by in the event the Commission informs the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other Shareholders (form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to effect advocate with the Commission for the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Shelf RegistrationRegistration Statement will be reduced as follows: first, provided that the Company shall reduce or eliminate the shares of Common Stock to be permitted to effect the registration under the Securities Act of included by any securities Person other than a Holder; second, the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only reduce or eliminate any shares of Common Stock to be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within included by any six-month period, which offering shall be deemed a Demand Registration for purposes Affiliate of the Company’s obligation ; and third, the Company shall reduce the number of Registrable Securities to effect no be included by all other Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced before other Holders based on the number of Shares held by such Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more than four Demand Registrations in registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the aggregate Initial Registration Statement, as set forth in Section 2.01(aamended, or the New Registration Statement (the “Remainder Registration Statements”).

Shelf Registration. (a) At any time after The Company shall as promptly as reasonably practicable file with the first anniversary of the First Public Offering, if the Company is eligible SEC a Registration Statement for an offering to use Form F-3 or Form S-3, be made on a Shareholder or group of Shareholders, in each case holding at least 10% continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “"Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”"). The Company shall give notice of such requested use its reasonable best efforts to file with the SEC the Initial Shelf Registration to the other Shareholders at least five Business Days on or prior to the anticipated filing date of the registration statement relating to such Filing Date. The Initial Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a Registration shall be on Form S-3 or another appropriate form permitting registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which resale by Holders in the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registrationmanner or manners designated by them (including, provided that the without limitation, one or more underwritten offerings). The Company shall be permitted to effect the registration under the Securities Act of not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (including for as defined below). By its execution hereof on behalf of itself and the benefit of Persons not party other Initial Purchasers, Credit Suisse First Boston Corporation also hereby waives on its own behalf its right under the Registration Rights Agreement, dated February 4, 1999, between the Company and it, to include any securities in a Registration Statement filed pursuant to this Agreement) as part of any Shelf Registration. The Company shall only be required use its reasonable best efforts to effectuate one Public Offering from such cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months from the Issue Date (an “Underwritten Takedown”as it may be shortened pursuant to clause (i) within any six-month periodor clause (ii) immediately following, the "Effectiveness Period"), or such shorter period ending when (A) all the shares of Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration, (B) the date on which offering shall be deemed a Demand Registration for purposes all the Registrable Securities (x) held by persons who are not affiliates of the Company’s obligation Company may be resold pursuant to effect no more than four Demand Registrations in Rule 144(k) under the aggregate as set forth in Section 2.01(a)Securities Act or (y) cease to be outstanding, or (C) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Shelf Registration. If (ai) At any time after the first anniversary of the First Public Offering, if the Company is eligible not required to use Form F-3 file an Exchange Offer Registration Statement with respect to the Exchange Notes because the Exchange Offer is not permitted by applicable law or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% applicable interpretations of the Registrable Securities staff of the Commission (after the requesting Shareholder(sprocedures set forth in Section 6(a)(i) shall be referred to herein as below have been complied with) or (ii) if for any other reason the “Initial Shelf Requesting Shareholders”)Exchange Offer Registration Statement is not effective by the 180th day after the Issue Date (or if such 180th day is not a Business Day, may request the next succeeding Business Day) then the Company shall (x) cause to effect be filed as promptly as practicable, but not later than 120 days after being so required or requested a shelf registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement statement pursuant to Rule 415 under the Securities Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement"), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use its best efforts to cause such Shelf Registration Statement to become effective not later than 180 days after being so required or any successor requested. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law or similar ruleapplicable interpretations of the staff of the Commission, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (a “Shelf Registration”)y) above. The Company shall give notice of such requested use its best efforts to keep the Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayStatement discussed in this Section 4(a) continuously effective, upon notice received supplemented and amended as required by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, and subject to the restrictions set forth in provisions of Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this 6(b) and Section 2.03 6(c) hereof to the extent necessary to permit ensure that it is available for sales of Transfer Restricted Securities by the disposition of the Registrable Securities so Holders thereof entitled to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from following the date on which such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of Statement first becomes effective under the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Act.

Shelf Registration. (a) At any time after Subject to the first anniversary consent of a majority of the First Public OfferingBoard, if each Holder shall have the right to cause the Company to file a registration statement with the Commission on Form S-3 (provided that the Company is eligible to use Form F-3 or Form S-3, such form) for an offering to be made on a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement continuous basis pursuant to Rule 415 under of the Securities Act (Act. The Company shall use its commercially reasonable best efforts to cause such registration statement to become effective and to maintain the effectiveness of such shelf registration statement with respect to all or any successor or similar rule) a portion of such Holders’ Registrable Securities in the Company (a “Shelf Demand Registration”). The Company shall give notice of , and to use commercially reasonable best efforts to cause such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registrationbecome and maintain its effectiveness. Such other Shareholders mayIf, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)however, the Company shall use commercially reasonable efforts furnish to the Holder or Holders requesting a registration statement pursuant to this Section 4 a certificate signed by the Chief Executive Officer or President of the Company, within thirty (30) days of receipt of the Shelf Demand Registration, stating that, in the good faith judgment of the Board, a material acquisition or disposition by the Company is being negotiated or has been publicly announced or that such registration statement would have a material detrimental effect on the Company, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Shelf Demand Registration; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. If applicable and unless the Company shall elect to defer the Shelf Demand Registration as provided in the previous sentence, upon receipt of such Shelf Demand Registration, the Company shall within ten (10) business days after receipt of such request, give written notice (the “Shelf Demand Notice”) of such request to all other Holders and will include in such registration under the Securities Act of all Registrable Securities for with respect to which the Company receives written requests for inclusion therein within thirty (30) business days after it gives the Shelf Requesting Shareholders have requested registration under this Section 2.03 Demand Notice to the extent necessary to permit applicable Holders. Unless the disposition Holder or at least a majority in interest of the Registrable Securities so to be registered on such Holders demanding the Shelf RegistrationDemand Registration shall agree in writing, provided that no other party, including the Company (but excluding another Holder, if applicable) shall be permitted to effect the registration offer securities under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any such Shelf Demand Registration. The Company shall only be required to effectuate one Public Offering from Any such Shelf Demand Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation subject to effect no more than four Demand Registrations in the aggregate piggyback rights as set forth in described under Section 2.01(a)5 below.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingOn or prior to each Filing Date, if the Company is eligible to use Form F-3 or Form S-3, shall prepare and file with the Commission a Shareholder or group “Shelf” Registration Statement covering the resale of Shareholders, in each case holding at least 10130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, if the number of Registrable Securities shall equal or exceed 50% of the issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the requesting Shareholder(s) initial Registration Statement shall register a number of shares which shall be referred 10,000 shares less than the number of shares which is 50% of the number of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to herein as Section 3(c)(ii). In such event, the “Initial Shelf Requesting Shareholders”), may request number of shares to be registered for each Holder shall be reduced pro-rata among all Holders. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to effect a registration of some or all of register for resale the Registrable Securities held on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by such Initial Shelf Requesting Shareholders under at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice telephonically request effectiveness of a Shelf Registration, request that the Company also effect Registration Statement as of 5:00 p.m. New York City time on a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationTrading Day. The Company shall only be required to effectuate one Public Offering from such Shelf immediately notify the Holders via facsimile of the effectiveness of a Registration (an “Underwritten Takedown”) within any six-month periodStatement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which offering shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in an Event under Section 2.01(a2(b).

Shelf Registration. (a) At any time On or after the first anniversary 90th day on which the Company becomes eligible to effect a Registration Statement on Form S-3 (or any successor form), and provided that two Demands provided for in Section 1(c) hereof have not previously been made, within (60) days after receipt by the Company of a written request by an Initiating Holder or Holders of not less than ten percent (10%) of the First Public Offeringcommon stock comprising the Registrable Securities, if the Company is eligible shall prepare and file with the SEC a Registration Statement for an offering to use Form F-3 or Form S-3be made on a continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration"), a Shareholder or group registering the resale from time to time by the holders of Shareholders, in each case holding at least 10% all of the Registrable Securities (the requesting Shareholder(s"Initial Shelf Registration"). Such request shall constitute a Demand Registration request for the purposes of Section 1(c) hereof. The Registration Statement for any Shelf Registration shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a on Form S-3 or another available form permitting registration of some or all of the such Registrable Securities held for resale by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under holders in the Securities Act (manner or any successor or similar rule) (a “Shelf Registration”)manners designated by them. The Company shall give notice of such requested Shelf Registration Subject to the other Shareholders at least five Business Days prior to the anticipated filing date provisions of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)1(d)(ii) and 2(b) hereof, the Company shall use commercially reasonable efforts keep the Shelf Registration continuously effective for a period ending on the earlier of (i) the date that is the two-year anniversary of the date upon which such registration statement is declared effective by the Commission, (ii) the date such Registrable Securities have been disposed of pursuant to effect an effective registration statement, (iii) the date such Registrable Securities have been disposed of (A) pursuant to and in accordance with Rule 144 (or any similar provision then in force), or (B) pursuant to another exemption from the registration requirements of the Securities Act pursuant to which the Registrable Securities are thereafter freely transferable without restriction under the Securities Act of all Act, (iv) the date such Registrable Securities for which may be disposed of pursuant to Rule 144 (or any similar provision then in force) within the Shelf Requesting Shareholders have requested registration under this Section 2.03 volume limitations thereunder within a ninety (90) day period or pursuant to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration Rule 144(k) (or any similar provision then in force) under the Securities Act of any securities other than Act, or (v) the date such Registrable Securities (including for the benefit of Persons not party cease to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)outstanding.

Shelf Registration. In the event that (ai) At the Company reasonably determines, upon advice of counsel, that the Exchange Offer Registration provided in Section 2(a) above is prohibited under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective for any time reason within 150 days of the Issue Date or (iii) upon the request of an Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii) or (iii) being a “Shelf Registration Event,” and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall promptly deliver to the Holders and the Trustee written notice thereof and, at its cost, cause to be filed as promptly as practicable after such Shelf Registration Event Date and, in any event, within 60 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 90 days after the first anniversary Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all or any portion (subject to any required minimum denomination as provided in the Indenture) of the First Public OfferingRegistrable Securities, if and shall use its best efforts to have such Shelf Registration Statement declared effective under the Securities Act by the SEC as soon as practicable. No Holder shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is eligible being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use Form F-3 its best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof), or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for to be included in the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be will, in the event a Shelf Registration Statement is filed, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take all other actions as are required to effectuate one Public Offering from permit certain unrestricted resales of the Registrable Securities. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration (an “Underwritten Takedown”) within Statement or by the Securities Act or by any six-month periodother rules and regulations thereunder for shelf registrations, which offering shall be deemed a Demand Registration for purposes and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. Subject to the limitations set forth in this ------------------ Agreement, not later than sixty (a60) At any time calendar days after the first anniversary termination of the First Public Offering, if Merger Agreement pursuant to its terms by one of the parties thereto other than by the Company is eligible pursuant to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”Section 10.2(c), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under will file a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") covering the Holder's sale, from time to time or any successor time (in public sales, negotiated sales, or similar ruleotherwise) up to all of the Restricted Shares and thereafter shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable following such filing and to maintain such effectiveness for a period of at least three (a “Shelf Registration”). The 3) years from the effective date thereof; provided, however, that the Company shall give notice have the right to prohibit -------- ------- the sale of such requested Common Stock pursuant to the Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayStatement, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth Holder if in Section 2.01(e)the opinion of counsel for the Company, the Company shall use commercially reasonable efforts would thereby be required to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so disclose information not otherwise then required by law to be registered on such Shelf Registrationpublicly disclosed, provided that the Company shall use as best efforts to minimize the period of time in which it shall prohibit the sale of any shares of Common Stock and in no event shall the prohibition on sales extend more than ten (10) calendar days or twenty (20) days in any twelve (12) month period. Notwithstanding anything herein to the contrary, the Company shall not be permitted obligated to effect maintain the registration effectiveness of the Shelf Registration Statement pursuant to this Section 2, to deliver any prospectus under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes Statement or to provide the "piggyback" registration rights contemplated by Section 1 hereof if the Holder owns less than 1% of the Company’s obligation to effect no more than four Demand Registrations in 's outstanding shares and has owned the aggregate as set forth in Section 2.01(a)Restricted Shares at least a year.

Shelf Registration. (a) At any time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice prepare and file with the Commission a resale shelf registration statement for the purpose of such requested Shelf effecting a Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the sale of Registrable Shares by the Holders thereof and shall use its best efforts to have such registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received declared effective by the Company no Commission as soon as practicable but not later than two Business Days ninety (90) days after the date of the notice Closing (as defined in the Purchase Agreement), (including, without limitation, the execution of a Shelf Registrationan undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the date on which all Registrable Shares have been sold pursuant to such registration statement or Rule 144; PROVIDED, request HOWEVER, that the Company also may terminate such Registration if all Registrable Shares may be sold pursuant to Rule 144 and if the Commission institutes a fee to keep such Registration effective; provided FURTHER, however, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a registration general consent to service of some process in effecting such Registration, qualification or all of compliance unless the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, Company is already subject to service in such jurisdiction. Notwithstanding the restrictions set forth in Section 2.01(e)foregoing, the Company shall use commercially reasonable efforts have the right (the "Suspension Right") to effect defer such filing (or suspend sales under any filed registration statement or defer the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act updating of any securities other than the Registrable Securities filed registration statement and suspend sales thereunder) for a single period during any consecutive twelve (including for the benefit of Persons not party to this Agreement12) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, such period being the shorter of (i) the period during which offering shall it would be deemed detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or to continue sales under a Demand Registration for purposes filed registration statement) and (ii) ninety (90) days, if the Company furnishes to the Holders a certificate signed by the President or any other executive officer or any trustee of the Company stating that, in the good faith judgment of the Company’s obligation , it would be detrimental to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(aCompany and its shareholders to file such registration statement or amendment thereto at such time (or to continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or to suspend sales under a filed registration statement).

Shelf Registration. (a) At any time The Company shall proceed as expeditiously as ------------------ possible after the first anniversary of the First Public Offering, if the Company it is eligible to use Form F-3 or Form S-3, file a Shareholder or group Shelf Registration of Shareholders, Registrable Securities under and in each case holding at least 10% accordance with the provisions of the Registrable Securities (the requesting Shareholder(s) shall be referred Act, to herein as the “Initial Shelf Requesting Shareholders”), may request the Company file a registration statement and use its best efforts to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf RegistrationSecurities; provided, provided however, that the Company shall be permitted entitled to postpone for a reasonable period of time (not to exceed in the aggregate a period of one-hundred twenty (120) days for all such postponements pursuant to this SECTION 2c.) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this SECTION 2c. if the Board of Directors of the Company shall determine in good faith that disclosure required in connection with such registration respecting a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the Company could have a substantial and adverse affect on the Company's ability to effect such a transaction. The Company shall use best efforts to keep the registration under Shelf Registration statement effective until the sale of all shares of Common Stock covered thereby, and shall comply with the provisions of the Securities Act with respect to the disposition of all shares of Common Stock covered by such registration statement; provided, however, that the Company shall be entitled to suspend offers and sales under the Shelf Registration statement for a reasonable period of time (not to exceed in the aggregate a period of one-hundred twenty (120) days in any securities two years for all such suspensions pursuant to this SECTION 2) if, at the time the Company requests such suspension, the Board of Directors of the Company has determined in good faith that disclosures required in connection with such registration respecting a pending or contemplated financing, merger, sale of assets, recapitalization or other than similar corporate action of the Company could have a substantial and adverse affect on the Company's ability to effect such a transaction. The holders of Registrable Securities shall (including for i) cooperate with the benefit of Persons not party to this AgreementCompany in preparing such Shelf Registration and (ii) promptly supply the Company with all information and representations as part of any it may deem reasonably necessary in connection with such Shelf Registration. The Company shall only not be required to effectuate one Public Offering from effect a registration pursuant to this SECTION 2c. unless such registration can be made on Form S-3 or any successor form to such Form. In the event that during such time as any of the Registrable Securities are registered pursuant to a Shelf Registration (an “Underwritten Takedown”) within Registration, any six-month period, which offering shall holders of such Registrable Securities request that some or all of such Registrable Securities be deemed included in either a Demand Registration for purposes or a Piggyback Registration, the Company will take such actions as may be necessary in accordance with applicable law to permit such Registrable Securities to be so included, including without limitation, causing such Registrable Securities to be deregistered under the Shelf Registration concurrently with the effectiveness of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Registration or Piggyback Registration of such Registrable Securities.

Shelf Registration. (a) At any time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders shall, at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayits sole cost, upon notice received by the Company and no later than two Business Days after the date of the notice of a Shelf RegistrationEffective Date, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together file with the Initial Shelf Requesting Shareholders, Securities and Exchange Commission (the “Shelf Requesting ShareholdersCommission”). Thereafter, subject ) a supplement to the restrictions set forth in Section 2.01(e), Existing Shelf Registration Statement (the Company shall use commercially reasonable efforts “Registration Statement Supplement”) to effect the registration under the Securities Act of all Registrable of the Securities for which in accordance with General Instruction I. D of Form S-3. The Company shall use its reasonable best efforts to keep the Shelf Requesting Shareholders Registration Statement effective for a period (the “Shelf Registration Period”) beginning with such filing and ending on the date that is the earliest of such time that: (i) all of the Securities have requested registration under this Section 2.03 been disposed of pursuant to the extent necessary to permit the disposition Shelf Registration Statement; (ii) all of the Registrable Securities so required to be registered on such Shelf Registration, provided issued in accordance with the terms of the Purchase Agreement have been issued thereunder and may be sold by the Holders pursuant to Rule 144(k) of the Securities Act; or (iii) two years from the date that the last Security is delivered to the Holders pursuant to Section 2.8 of the Purchase Agreement. During the Shelf Registration Period, if the Existing Shelf Registration Statement would in accordance with law expire, then prior to such expiration, the Company shall be permitted will, at its sole cost and no later than the date of such expiration, prepare and file with the Commission a new registration statement, on an appropriate form, to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such “Successor Registration Statement” and with the Existing Shelf Registration Statement, the “Shelf Registration Statement”), and use its reasonable best efforts to cause to be declared effective the Successor Registration Statement (an “Underwritten Takedown”unless it becomes effective automatically upon filing) within a period that avoids any six-month period, which offering shall be deemed a Demand Registration for purposes interruption in the ability of the Company’s obligation Holders of Securities covered by the Existing Shelf Registration Statement to effect no more than four Demand Registrations in make registered dispositions of the aggregate as set forth in Section 2.01(a)Securities.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingOn or prior to each Filing Date, if the Company is eligible to use Form F-3 or Form S-3, shall prepare and file with the Commission a Shareholder or group of Shareholders, in each case holding at least 10% “Shelf” Registration Statement covering the resale of the Registrable Securities (on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or Commission does not permit all of the Registrable Securities held by to be included in such Initial Shelf Requesting Shareholders under Registration Statement, then the Company shall prepare and file with the Commission a separate Registration Statement pursuant with respect to Rule 415 under any such Registrable Securities not included with the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf initial Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayStatements, upon notice received by the Company as expeditiously as possible, but in no event later than two Business Days the date which is 30 days after the date of on which the notice of a Shelf Registration, request that Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 (except if the Company also effect a registration of some or all of is not then eligible to register for resale the Registrable Securities held on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, Holders) substantially the “Shelf Requesting Shareholders”). Thereafter, subject Plan of Distribution” attached hereto as Annex A. Subject to the restrictions set forth in Section 2.01(e)terms of this Agreement, the Company shall use commercially reasonable its best efforts to effect the registration cause a Registration Statement to be declared effective under the Securities Act of all Registrable Securities for which as promptly as possible after the Shelf Requesting Shareholders have requested registration under this Section 2.03 filing thereof, but in any event prior to the extent necessary applicable Effectiveness Date, and shall use its best efforts to permit the disposition of the Registrable Securities so to be registered on keep such Shelf Registration, provided that the Company shall be permitted to effect the registration Registration Statement continuously effective under the Securities Act until the earlier of any securities other than (i) the second anniversary of the Effective Date, (ii) such time as all Registrable Securities covered by such Registration Statement have been sold publicly or (including for the benefit of Persons not party iii) such time that all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to this AgreementRule 144(k) as part determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and a copy of any Shelf Registrationwhich is delivered to the affected Holders (the “Effectiveness Period”). To the extent permitted by the Commission, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall only be required immediately notify the Holders via facsimile of the effectiveness of a Registration Statement no later than one Trading Day after the Company receives notification from the Commission that the Commission has declared the Registration Statement effective. The Company shall within two Trading Days after the Effective Date (as defined in the Purchase Agreement), file a Prospectus pursuant to effectuate one Public Offering from Rule 424(b) with the Commission. Failure to so notify the Holder within two Trading Days of such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering notification shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in an Event under Section 2.01(a2(b).

Shelf Registration. (a) At any time after the first anniversary The Company shall file within 45 days of the First Public OfferingClosing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use Form F-3 or a Registration Statement on Form S-3, a Shareholder or group of ShareholdersShelf Registration on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case holding at least 10% case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder shall not have rights to make a Demand Registration with respect to subsection 2.1.1 other than with respect to an Underwritten Offering from such Shelf. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf (including pursuant to a Demand Registration or pursuant to Section 2.3 hereof) (or, in the event that the Company is a WKSI and a Shelf would be automatically effective upon filing), the Demanding Holders may request an Underwritten Offering of such Holders’ Registrable Securities from such Shelf (or, in the event that the Company is a WKSI, the concurrent filing of a Shelf and Underwritten Offering from such Shelf) (each an “Underwritten Shelf Takedown”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the requesting Shareholder(s) shall be referred to herein as the “Initial Demand Shelf Requesting ShareholdersTakedown Notice”), may request which notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Upon receipt of the Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities included on such Shelf (the “Company Shelf Takedown Notice”) no later than two (2) business days after receipt of such Demand Shelf Takedown Notice and shall include in such Underwritten Shelf Takedown (i) all Registrable Securities requested by the Demanding Holders and (ii) all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which requests shall be revocable only with the consent of the Demanding Holders) within two (2) business days (one (1) business day in the event the Demanding Holders requested a non-marketed block trade) after sending the Company Shelf Takedown Notice (or such earlier time at which all Holders that have Registrable Securities included on such Shelf Registration Statement have provided responses to the Company Shelf Takedown Notice), and effect such Underwritten Shelf Takedown as soon as practicable; provided, however, that no Requesting Holder shall be entitled to have any Registrable Securities included in such Underwritten Shelf Takedown to the extent that such Registrable Securities must be exchanged for shares of Common Stock pursuant to the Exchange Agreement. Subject to the provisions of subsection 2.1.4, Holders shall be entitled to an unlimited number of Underwritten Shelf Takedowns. The Company shall not be obligated to effect, or to take any action to effect, any Underwritten Shelf Takedown pursuant to this subsection 2.1.6 (i) during the period that is thirty (30) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated Registration and provided that the Company is actively employing, in good faith, commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company has effected an Underwritten Shelf Takedown less than 90 days prior to the date of some such requested Underwritten Shelf Takedown or all the Company has effected three such Underwritten Shelf Takedowns in the preceding twelve (12) months; or (iii) if the anticipated aggregate offering price of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations included in the aggregate as set forth in Section 2.01(a)Underwritten Shelf Takedown is less than $5,000,000.

Shelf Registration. (a) At any time after To the first anniversary of the First Public Offering, if extent the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, well-known seasoned issuer (as defined in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 405 under the Securities Act (or any successor or similar ruleAct) (a “Shelf RegistrationWKSI”). The Company shall give notice of such requested Shelf Registration to , then (i) within three (3) business days following the other Shareholders at least five Business Days prior to Closing (as defined in the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(ePurchase Agreement), the Company shall file an automatic shelf registration statement (as defined in Rule 405 under the Act) (an “automatic shelf registration statement”) which registers the Registrable Securities purchased by the Investor at the Closing and (ii) at the time any registration request is submitted to the Company that is not covered by the automatic registration statement filed by the Company pursuant to clause (i) above, and such registration request requests that the Company file an automatic shelf registration statement on Form S-3, the Company shall file an automatic shelf registration statement which covers those Registrable Securities which are requested to be registered. To the extent the Company is no longer a WKSI, then upon the request from a Requesting Holder to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Requesting Holder, the Company shall comply with the notification and registration requirements set forth in Section 1.2(a)(i) and (ii) with respect to such request by the Requesting Holder. Subject to Section 1.11, if the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year the Company shall, upon written request by the Holders, refile a new automatic shelf registration statement covering the Registrable Securities, if there are any remaining Registrable Securities covered thereunder. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its commercially reasonable efforts to effect refile the shelf registration under statement on Form S-3 and keep such registration statement effective during the Securities Act of all Registrable Securities for period during which such registration statement is required to be kept effective. Contemporaneously with the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition issuance of the Registrable Securities so to be registered on Common Stock issuable upon the conversion of the Series B Preferred Stock, if such Shelf RegistrationCommon Stock is not included in a currently effective registration statement, provided that the Company shall be permitted to effect file and as promptly as practicable thereafter have declared effective a shelf registration statement on Form S-3 covering the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party newly issued Common Stock as if a written request therefor had been made pursuant to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a1.12(a).

Shelf Registration. (a) At any time after On or prior to the first anniversary Filing Date, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on a Form S-3; in the event Form S-3 is not available for the registration of the First Public Offeringresale of Registrable Securities hereunder, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the requesting Shareholder(s) shall be referred to herein Registrable Securities on Form S-3 as the “Initial Shelf Requesting Shareholders”)soon as such form is available, may request provided that the Company to shall maintain the effectiveness of the Registration Statements then in effect until such time as a registration Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the staff of the Commission takes the position that the offering of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under in a Registration Statement pursuant is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Investor to be named as an “underwriter” (or any successor or similar rule) (a an “Shelf RegistrationSEC Objection”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall promptly notify the Investors of such SEC Objection and if the Investors shall request, the Company shall use its commercially reasonable efforts to effect persuade the registration under staff of the Securities Act Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of all Registrable Securities for the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter” (a “Rule 415 Response Effort”). The Investors shall have the right to participate or have its counsel participate in any meetings or discussions with the staff of the Commission regarding such position and to comment or have its counsel comment on any written submission made to the staff of the Commission with respect thereto, and to have such comments relayed to the staff of the Commission with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the staff of the Commission to which the Shelf Requesting Shareholders have requested registration under Investors’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2.03 4.1(a), the staff of the Commission refuses to alter its position, the extent necessary to permit Company shall (i) remove from the disposition Registration Statement such portion of the Registrable Securities so (the “Cut Back Shares”) and/or (ii) agree to be registered such restrictions and limitations on such Shelf Registrationthe registration and resale of the Registrable Securities as the staff of the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, provided however, that the Company shall be permitted not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of the Investor (collectively, the “SEC Restrictions”). Notwithstanding any other provision of this Agreement to the contrary, no liquidated damages shall accrue pursuant to Section 4.1(d) (i) during the pendency of a Rule 415 Response Effort or (ii) on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the registration under filing of an additional Registration Statement with respect to the Securities Act Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of any securities other than the Registrable Securities provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering Filing Date shall be deemed a Demand Registration for purposes of to be the Company’s obligation to effect no more than four Demand Registrations in date that is 30 days after the aggregate as set forth in Section 2.01(a)Restriction Termination Date.

Shelf Registration. If (ai) At because of any time after change in law, regulation or in currently prevailing interpretations thereof by the first anniversary staff of the First Public OfferingSEC, if the Company is eligible not permitted to use Form F-3 effect the Exchange Offer as contemplated by Section 2(a) hereof or Form S-3(ii) after commencement but prior to consummation of the Exchange Offer, any Holder of Registrable Notes shall notify the Company (A) that such Holder is prohibited by applicable law or SEC policy from participating in the Exchange Offer, (B) that such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) that such Holder is a broker-dealer and holds Notes acquired directly from the Company or one of its Affiliates (any of the events specified in (i) or (ii) being a "Shelf Registration Event," and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall promptly notify the Holders in writing thereof and shall, at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 45 days after such Shelf Registration Event Date, a Shareholder or group Shelf Registration Statement providing for the sale by the Holders of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held Notes (other than Registrable Notes owned by Holders who have elected not to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph), and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or before the 90th day after the Shelf Registration Event Date or, if later, the 180th day after the Original Issuance Date. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in such Shelf Registration Statement or Prospectus. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company, without request and as soon as practicable, all information with respect to such Holder necessary to make the information previously furnished to the Company by such Initial Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Requesting Shareholders under a Registration Statement continuously effective and the Prospectus included therein usable for resales for the earlier of (x) the expiration of the Rule 144(k) Period or (y) such time as all of the Notes covered by the Shelf Registration Statement have been sold pursuant to Rule 415 under the Securities Act Shelf Registration Statement or otherwise cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) or any successor or similar rule(y) (a “Shelf Registration”being the "Effectiveness Period"). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than Registrable Notes to be included in the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to effectuate one Public Offering from permit unrestricted resales of the Registrable Notes. The Company further agrees to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration (an “Underwritten Takedown”) within Statement or by the Securities Act or by any six-month periodother rules and regulations thereunder for shelf registrations, which offering shall be deemed and the Company agrees to furnish to the Holders of Registrable Notes covered by such Shelf Registration Statement a Demand Registration for purposes reasonable number copies of any such supplement or amendment promptly after its being filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. If the Preferred Stock shall have previously been converted into Registrable Securities, then the Company shall, within ten (a10) At any time after the first anniversary days of the First Public Offeringreceipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2(b) below, shall prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of any other such request) with the Commission a "Shelf" Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group in which case such registration shall be on another appropriate form in accordance herewith as the Designated Holders may consent) and shall contain (except if otherwise directed by the Designated Holders) the "Plan of ShareholdersDistribution" attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and in each case holding at least 10% any event within sixty (60) days of the Purchaser Request (or one hundred twenty (120) days in the event the SEC has determined to review the applicable Registration Statement) and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities are eligible for sale under paragraph (k) of Rule 144 without any volume, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the requesting Shareholder(s"EFFECTIVENESS PERIOD"). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) shall be referred to herein as after receiving notification from the “Initial Shelf Requesting Shareholders”)Commission that a Registration Statement has been declared effective. Notwithstanding the foregoing, may request the Company shall not be obligated to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under file a Registration Statement pursuant to Rule 415 under this Section 2 (i) during the Securities Act 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or similar rule(ii) (a “Shelf Registration”). The if the Company shall give notice of such requested Shelf Registration furnish to the other Shareholders at least five Business Days prior to Holders a certificate signed by the anticipated filing date chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request, during the period commencing on the date of such Shelf Registration. Such other Shareholders maynotice and ending upon the earliest of (i) effectiveness of such registration statement , upon notice received (ii) a decision by the Company no later than two Business Days not to pursue effectiveness of such registration statement or (iii) 90 days after the date filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company's relief from its shelf registration obligation under clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the notice Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement's effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a Shelf Registration, request that the Company also effect a registration of some material pending or all of the Registrable Securities held by imminently prospective transaction or development and it is therefore essential to suspend such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)Registration Statement's effectiveness, the Company shall use commercially reasonable efforts have the right to effect the registration under the Securities Act suspend such effectiveness for a period of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition not more than sixty (60) days in aggregate after receipt of the Registrable Securities so to be registered on such Shelf RegistrationPurchaser Request; provided, provided however, that the Company shall be permitted to effect the registration under the Securities Act of may not utilize this right more than twice in any securities other than the Registrable Securities twelve (including for the benefit of Persons not party to this Agreement12) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a).

Shelf Registration. In the event that (ai) At any time after the first anniversary of the First Public Offering, if the Company is eligible not permitted to use Form F-3 effect the Exchange Offer because of any change in law or Form S-3in currently prevailing interpretations of the staff of the SEC, a Shareholder (ii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date, or group of Shareholders(iii) (1) any Initial Purchaser is not permitted, in each case holding at least 10% the reasonable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, pursuant to applicable law or applicable interpretations of the Registrable staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, (the requesting Shareholder(s2) shall be referred to herein as the “such Initial Shelf Requesting Shareholders”), may request the Company to effect a Purchaser requests registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act Purchaser and (or any successor or similar rule3) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice Initial Purchaser's request is received by the Company no later than two Business Days after the later of (A) the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all filing of the Registrable Securities held by such other Shareholders Exchange Offer Registration Statement and (such other requesting Shareholders, together with B) 120 days following the Initial Issue Date (any of the events specified in (i) - (iii) being a "Shelf Requesting ShareholdersRegistration Event" and the date of occurrence thereof, the “"Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(eRegistration Event Date"), the Company shall use commercially reasonable efforts promptly deliver to effect the registration under Holders and the Securities Act Trustee written notice thereof and, at its cost, file as promptly as practicable after such Shelf Registration Event Date, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 90 days after the Closing Date) a Shelf Registration Statement providing for the sale by the holders of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities, and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to clause (iii), the Company may register such Registrable Securities so together with the Exchange Offer Registration Statement, filed pursuant to Section 2(a), and the requirements as to timing applicable thereto. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be registered on bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf RegistrationRegistration Statement or Prospectus included therein, provided that reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities ( the "Effectiveness Period"). The Company shall be permitted to effect the registration under the Securities Act of not permit any securities other than the Registrable Securities (including for to be included in the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to effectuate one Public Offering from the registration form used by the Company for such Shelf Registration (an “Underwritten Takedown”) within Statement or by the Securities Act or by any six-month periodother rules and regulations thereunder for shelf registrations, which offering shall be deemed a Demand Registration for purposes and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. (a) At As promptly as possible, and in any time after event on or prior to the first anniversary Filing Date, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on a Form S-3; in the event Form S-3 is not available for the registration of the First Public Offeringresale of Registrable Securities hereunder, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith and (ii) attempt to register the requesting Shareholder(s) shall be referred to herein Registrable Securities on Form S-3 as the “Initial Shelf Requesting Shareholders”)soon as such form is available, may request provided that the Company to shall maintain the effectiveness of the Registration Statements then in effect until such time as a registration Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. If at any time the staff of the Commission takes the position that the offering of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under in a Registration Statement pursuant is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Investor to be named as an “underwriter” (or any successor or similar rule) (a an “Shelf RegistrationSEC Objection”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall promptly notify the Investor of such SEC Objection and if the Investor shall request, the Company shall use its commercially reasonable efforts to effect persuade the registration under staff of the Securities Act Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of all Registrable Securities for the issuer” as defined in Rule 415 and that the Investor is not an “underwriter” (a “Rule 415 Response Effort”). The Investor shall have the right to participate or have its counsel participate in any meetings or discussions with the staff of the Commission regarding such position and to comment or have its counsel comment on any written submission made to the staff of the Commission with respect thereto, and to have such comments relayed to the staff of the Commission with the consent of the Company, not to be unreasonably withheld. No such written submission shall be made to the staff of the Commission to which the Shelf Requesting Shareholders have requested registration under Investor’s counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2.03 4.1(a), the staff of the Commission refuses to alter its position, the extent necessary to permit Company shall (i) remove from the disposition Registration Statement such portion of the Registrable Securities so (the “Cut Back Shares”) and/or (ii) agree to be registered such restrictions and limitations on such Shelf Registrationthe registration and resale of the Registrable Securities as the staff of the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, provided however, that the Company shall be permitted not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (collectively, the “SEC Restrictions”). Notwithstanding any other provision of this Agreement to the contrary, no liquidated damages shall accrue pursuant to Section 4.1(d) (i) during the pendency of a Rule 415 Response Effort or (ii) on or as to any Cut Back Shares until such time as the Company is able, using commercially reasonable efforts, to effect the registration under filing of an additional Registration Statement with respect to the Securities Act Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of any securities other than the Registrable Securities provisions of this Article 4 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes, references to the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering Filing Date shall be deemed a Demand Registration for purposes of to be the Company’s obligation to effect no more than four Demand Registrations in date that is 30 days after the aggregate as set forth in Section 2.01(a)Restriction Termination Date.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingThe Company will, if the Company is eligible subject to use Sections 3.1 and 3.13 hereof, cause a registration statement on Form F-3 S-1 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% S-3 relating to the resale of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of by the Registrable Securities held by such Initial Shelf Requesting Shareholders under Securityholders on a Registration Statement continuous basis pursuant to Rule 415 under the Securities Act (or the “Registration Statement”), to be filed with the Commission as promptly as possible following the date hereof and in any successor or similar ruleevent no later than sixty (60) days following the date hereof (a the “Shelf RegistrationFiling Deadline”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of Notwithstanding the registration statement relating to such Shelf Registration. Such other Shareholders mayobligations set forth in this Agreement, upon notice received by in the event the Commission informs the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholderscannot, together with as a result of the Initial Shelf Requesting Shareholdersapplication of Rule 415, be registered for resale as a secondary offering on a single registration statement, the “Shelf Requesting Shareholders”). Thereafter, subject Company agrees to promptly (i) inform each of the Registrable Securityholders thereof and use its commercially reasonable efforts to file amendments to the restrictions set forth initial Registration Statement as required by the Commission and/or (ii) withdraw the initial Registration Statement and file a new Registration Statement, in Section 2.01(e)either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or new Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to effect advocate with the Commission for the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. In the event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to be registered file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such Shelf Registration, provided that form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement. No Registrable Securityholder shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) named as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within underwriter” in any six-month period, which offering shall be deemed a Demand Registration for purposes of the CompanyStatement without such Registrable Securityholder’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)prior written consent.

Shelf Registration. If (ai) At any time the Company and SFHC determine that an Exchange Offer is not available or may not be Consummated as soon as practicable after the first anniversary last date of acceptance of New Securities for exchange because it would violate any applicable law or applicable interpretations of the First Public Offering, staff of the Commission (after the procedures set forth in Section 6(a) hereof have been complied with) or (ii) the Exchange Offer is not Consummated for any other reason on or before the Consummation Outside Date (or if the Company Consummation Outside Date is eligible not a Business Day, the next succeeding Business Day), the Company, SFHC and the Subsidiary Guarantors shall use commercially reasonable efforts to use Form F-3 or Form S-3cause to be filed, as soon as practicable, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a shelf registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration Act, which may be an amendment to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders Exchange Offer Registration Statement (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholdersin either event, the “Shelf Requesting ShareholdersRegistration Statement”), which Shelf Registration Statement shall provide for resales of all Registrable Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof. ThereafterEach of the Company, subject to SFHC and the restrictions set forth in Section 2.01(e), the Company Subsidiary Guarantors shall use its commercially reasonable efforts to effect keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the registration under the Securities Act provisions of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 Sections 6(b) and (c) hereof to the extent necessary to permit ensure that it is available for resales of New Securities by the disposition Holders of the Registrable Securities so entitled to be registered on such Shelf Registrationthe benefit of this Section 4(a), provided and to ensure that it conforms with the Company shall be permitted to effect the registration under requirements of this Agreement, the Securities Act and the policies, rules and regulations of any securities other than the Commission as announced from time to time, until the date that the New Securities cease to be Registrable Securities (including for Securities. Notwithstanding anything to the benefit of Persons not party to contrary in this Agreement) as part , at any time, the Company may delay the filing of any Shelf Registration. The Company Registration Statement or delay or suspend the effectiveness thereof and shall only not be required to effectuate one Public Offering from maintain the effectiveness thereof or amend or supplement such Shelf Registration (Statement, for a period of time not to exceed an “Underwritten Takedown”) within aggregate of 90 days in any sixtwelve-month period, which offering shall if (1) the Board of Directors of the Company determines, in good faith, that the disclosure in such Shelf Registration Statement of an event, occurrence or other item at such time could reasonably be deemed expected to have a Demand Registration for purposes of material adverse effect on the Company’s obligation business, operations or prospects or (2) the disclosure in such Shelf Registration Statement otherwise relates to effect no more than four Demand Registrations a material business transaction which has not been publicly disclosed and the Board of Directors of the Company determines, in good faith, that any such disclosure would jeopardize the success of such transaction or that disclosure of such transaction is prohibited pursuant to the terms thereof (such period of time, not to exceed 90 days in the aggregate as set forth in Section 2.01(aduring any twelve-month period, a “Permitted Shelf Blackout Period”).

Shelf Registration. (a) At As promptly as possible, and in any time after case no later than 30 calendar days, following the first anniversary expiration of the First Public OfferingConversion Lockout Period, if the Company shall use commercially reasonable efforts to prepare and file a Shelf Registration Statement with the SEC to permit the public resale of all Registerable Securities on the terms and conditions specified in this Section 2(a). The Shelf Registration Statement filed with the SEC pursuant to this Section 2(a) shall be on a registration statement on Form S-3 (on an automatically effective basis to the extent the Company is eligible to use Form F-3 or do so) (“Form S-3”) or, a Shareholder or group if Form S-3 is not then available to the Company, such other form of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein registration statement as the “Initial Shelf Requesting Shareholders”), may request the Company is then available to effect a registration of some or all for resale of the Registrable Securities held Registerable Securities, covering the Registerable Securities, and shall contain a Prospectus in such form as to permit any Selling Holder covered by such Initial Shelf Requesting Shareholders under a Registration Statement to sell such Registerable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar ruleprovision adopted by the SEC then in effect) (a “Shelf Registration”). The Company shall give notice of at any time beginning on the Effective Date for such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayStatement; provided, upon notice received by however, that if the Company no later than two Business Days after the date of the notice of a is not eligible to file an automatic Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by Registration Statement at such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)time, the Company shall use its commercially reasonable efforts to effect cause the Shelf Registration Statement to be declared effective within 60 calendar days after the filing of the Shelf Registration Statement or as soon as reasonably practicable thereafter. (b) Notwithstanding anything to the contrary contained in this Section 2, if, at the expiration of the Conversion Lockout Period, the Company has an effective registration statement on Form S-3 or any successor form, the Company may include all or part of the Registerable Securities in such registration statement, including by virtue of including the Registerable Securities in a prospectus supplement to such shelf registration statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act of all Registrable Securities for (in which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registrationevent, provided that the Company shall be permitted deemed to effect the have satisfied its registration obligation under the Securities Act this Section 2 and such shelf registration statement shall be deemed to be a Shelf Registration Statement for purposes of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement). (c) as part If, by the third anniversary (the “Renewal Deadline”) of the initial Effective Date of a Shelf Registration Statement that includes the Registerable Securities, any Shelf Registration. The Company shall only be required to effectuate one Public Offering from of the Registerable Securities included on such Shelf Registration (Statement remain unsold by any Holder, the Company will file, if it has not already done so and is eligible to do so, a new registration statement on Form S-3 or any successor form covering the Registerable Securities included on the prior Shelf Registration Statement, and if the Company is not eligible to file an “Underwritten Takedown”) within any six-month periodautomatic shelf registration statement on Form S-3 at such time, which the Company will use commercially reasonable efforts to cause such registration statement to be declared effective as soon as reasonably practicable thereafter, but in no event more than 60 calendar days from the Renewal Deadline, and the Company will take all other commercially reasonable action necessary or appropriate to permit the public offering shall be deemed a Demand Registration for purposes and sale of the Company’s Registerable Securities to continue as contemplated 5 4865-0312-6116v 16 in the expired Shelf Registration Statement. References herein to Shelf Registration Statement shall include such new registration statement. (d) The Company may require each Selling Holder to promptly furnish in writing to the Company such information regarding such Holder, the Registerable Securities held by it and the intended method of distribution of the Registerable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. (e) In the event that the Company fails to file, or if filed, fails to maintain the effectiveness of a Shelf Registration Statement, the Holders may participate in a Piggyback Registration pursuant to Section 4; provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect no more than four Demand Registrations allow participation in the aggregate as set forth in a Piggyback Registration. Section 2.01(a)3.

Shelf Registration. (a) At any time after The Company and the first anniversary Trust shall, at their cost, as promptly as practicable (but in no event more than 90 days following the date of original issuance (the "Issue Date") of the First Public OfferingPreferred Securities) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective within 150 days following the Issue Date a registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act of 1933, if as amended (the Company is eligible "Securities Act"), relating to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% the offer and sale of the Registrable Securities (by the requesting Shareholder(s) shall be referred Holders thereof from time to herein as time in accordance with the “Initial methods of distribution set forth in the Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by --------------- * The terms Term Income Deferrable Equity Security (TIDES)(SM) and TIDES(SM) are registered servicemarks of Credit Suisse First Boston Corporation. 2 it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to this paragraph (b) or to Section 3(h) below) from the date of its effectiveness or such shorter period that will terminate when (i) all the Securities covered by the Shelf Registration Statement have been sold pursuant thereto or (ii) in the written opinion of counsel to the Trust and the Company, all outstanding Securities held by persons that are not affiliates of the Trust or the Company may be resold without registration under the Act pursuant to Rule 144(k) under the Act or any successor provision thereto or similar rule) any other applicable law, rule or regulation, whether now in effect or hereinafter promulgated, adopted or issued (a “Shelf Registration”). The Company shall give notice of such requested the "Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayPeriod"); provided, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)however, the Company shall use commercially reasonable efforts not be obligated to effect the registration under the Securities Act of all Registrable Securities for which keep the Shelf Requesting Shareholders have requested registration under this Section 2.03 Registration Statement continuously effective to the extent necessary to permit set forth above if (i) the disposition Company determines, in its reasonable judgment, upon advice of counsel, as authorized by a resolution of its Board of Directors, that the continued effectiveness and usability of the Registrable Securities so to be registered on such Shelf RegistrationRegistration Statement would (x) require the disclosure of material information, which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries or its parent or the contemplated timing thereof, provided that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Securities for such reason shall last no longer than 45 days in any three-month period or three periods not to exceed an aggregate of 90 days in any 12-month period (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable), and (ii) the Company and the Trust promptly thereafter complies with the requirements of Section 3(h) hereof, if applicable; provided further that the number of days of any actual Suspension Period shall be added on to the end of the two-year period specified above. Any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Securities is referred to herein as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and shall end on the earlier to occur of (1) the date on which each seller of Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof or is advised in writing by the Company that the use of the prospectus may be resumed and (2) the expiration of 45 days in any three-month period or three periods not to exceed an aggregate of 90 days in any 12-month period during which one or more Suspension Periods has been in effect. Except as provided above, the Company shall be permitted deemed not to effect have used its reasonable best efforts to keep the registration under Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") and (ii) not to contain any securities other than the Registrable Securities (including for the benefit untrue statement of Persons not party a material fact or omit to this Agreement) as part of any Shelf Registration. The Company shall only be state a material fact required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodbe stated therein or necessary in order to make the statements therein, which offering shall be deemed a Demand Registration for purposes in light of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)circumstances under which they were made, not misleading. 3.

Shelf Registration. Subject to Section 3(c), the Company agrees to file within sixty (a60) At any time days after the first anniversary date of this Agreement, a shelf Registration Statement on Form S-1, or such other form under the Securities Act then available to the Company, providing for the resale of all Registrable Securities (determined as of two (2) business days prior to such filing) pursuant to Rule 415, from time to time (a “Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. The Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) to the Holders of any and all Registrable Securities. Following the filing of the First Public OfferingShelf Registration Statement, if the Company shall use its commercially reasonable efforts to convert the Shelf Registration Statement on Form S-1 (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders. Notwithstanding the registration obligations set forth in this Section 2(a)(i), in each case holding at least 10% of the Registrable Securities (event the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request Commission informs the Company to effect a registration of some or that all of the Registrable Securities held by such Initial cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders and use its commercially reasonable efforts to file amendments to the Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under as required by the Securities Act Commission and/or (or any successor or similar ruleB) withdraw the Shelf Registration Statement and file a new registration statement (a “Shelf RegistrationNew Registration Statement”). The , in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall give notice of such requested Shelf Registration be obligated to use its commercially reasonable efforts to advocate with the other Shareholders at least five Business Days prior to the anticipated filing date of Commission for the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and Disclosure Interpretations. Notwithstanding any other Shareholders provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (such other requesting Shareholders, together and notwithstanding that the Company used diligent efforts to advocate with the Initial Shelf Requesting ShareholdersCommission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act number of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf RegistrationRegistration Statement will be reduced pro rata, provided based on the number of Registrable Securities held by each Holder, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company shall be permitted amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to effect file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration under the Securities Act of any securities statements on Form S-1 or Form S-3 or such other than the form available to register for resale those Registrable Securities (including that were not registered for resale on the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodStatement, which offering shall be deemed a Demand as amended, or the New Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. (a) At any time Subject to the provisions of Section 2.5, the Company shall file promptly after the first anniversary expiration of the First Public OfferingLock-Up Period applicable to at least a majority-in-interest of the Holders of Registrable Securities, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the earlier of (x) the 45th calendar day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review , a Registration Statement for a shelf registration statement under Rule 415 of the Securities Act on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use Form F-3 or a Registration Statement on Form S-3, a Shareholder or group shelf registration statement under Rule 415 of Shareholdersthe Securities Act on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case holding at least 10% case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities (included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the requesting Shareholder(s) Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be referred necessary to herein keep a Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities included therein in the manner desired by Holder and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the “Initial Shelf Requesting Shareholders”), may request provisions of this Agreement that permit the Company to effect a registration of some or all suspend the use of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement in the circumstances, and subject to the terms and conditions, set forth in those provisions. If, at any time the Company shall have qualified for the use of a Form S-3 Shelf or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Form S-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form S-1 Shelf into a Form S-3 Shelf. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to Rule 415 under the Securities Act (or any successor or similar rule) subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf (a “Shelf RegistrationUnderwriting Request”). The Company , such Underwritten Offering shall give notice follow the procedures of subsection 2.1, (including subsection 2.1.3 and subsection 2.1.4) but such requested Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) shall be made from the Shelf Registration and shall count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1; provided that, in the other Shareholders at least five Business Days prior to event that the anticipated filing date Underwritten Offering is being made from a Form S-3 Shelf, (i) the period of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by time for the Company no later than two Business Days after the date to notify all other Holders of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four receipt of the applicable Demand Registrations in the aggregate Registration shall be reduced from ten (10) days (as set forth in Section 2.01(asubsection 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to respond to such notice shall be reduced from five (5) Business Days (as set forth in subsection 2.1.1) to three (3).

Shelf Registration. (ai) At any time The Corporation shall, at its sole cost and expense, file with the Commission and thereafter shall use its best efforts to cause to be declared effective, not later than ninety (90) calendar days after the first anniversary of Closing Date, a registration statement (the First Public Offering"Shelf Registration Statement"), on a Form S-3 or any successor form thereto, if the Company is eligible then eligible, relating to use Form F-3 or Form S-3the offer and sale of the shares of Common Stock issuable upon conversion of the shares of Preferred Stock and Common Stock issuable in respect of any dividends described in the Series B-1 Certificate of Designation on the shares of Preferred Stock (the "Securities") by the Holders thereof, a Shareholder or group of Shareholdersfrom time to time, in each case holding at least 10% accordance with the methods of distribution set forth in the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to and Rule 415 under the Securities Act (or any successor or similar rule) (a “hereinafter, the "Shelf Registration”"); provided, however, that no Holder of Securities (other than the Investors) shall be entitled to have the Securities covered by such Shelf Registration Statement unless such Holder of Securities agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder of Securities. (ii) The Corporation shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of Securities until all the shares of Securities covered by the Shelf Registration Statement have been sold pursuant thereto. The Company Corporation shall give notice of such requested be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of the Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (iii) Notwithstanding any other provisions of this Agreement to the other Shareholders at least five Business Days prior to contrary, the anticipated filing Corporation shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the registration statement relating Shelf Registration Statement, amendment or supplement, (A) to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or comply in all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together material respects with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under applicable requirements of the Securities Act of all Registrable Securities for which and the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition rules and regulations of the Registrable Securities so Commission and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be registered on such Shelf Registrationstated therein or necessary in order to make the statements therein, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes in light of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(acircumstances under which they were made, not misleading. (c).

Shelf Registration. (a) At any time after Upon the first anniversary written request of the First Public Offering, if the Company is eligible to use Form F-3 one or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf more Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request Purchasers that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all such Requesting Purchasers' Registrable Securities for which pursuant to a "shelf" registration statement, the Shelf Requesting Shareholders have Company promptly will give written notice of such requested registration under this Section 2.03 to all other Purchasers, and will thereafter file such a "shelf" registration statement on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration SEC) under the Securities Act of any securities other than (a "SHELF REGISTRATION"), which Shelf Registration will cover (i) the Registrable Securities that the Company has been so requested to register by such Requesting Purchasers and (including for ii) all other Registrable Securities that the benefit Company has been requested to register by any other Purchasers by written request given to the Company within 15 days after the Company's giving of Persons not party written notice of the Requesting Purchasers' requested registration. The Company hereby agrees to this Agreement) file such registration statement as part promptly as practicable following the request therefor, and in any event within 60 days following the date such request is received by the Company, and thereafter to use its commercially reasonable efforts to cause such Shelf Registration to become effective and thereafter to keep it continuously effective, and to prevent the happening of any event of the kind described in Section 4(c)(3), (4), (5) or (6) hereof that requires the Company to give notice pursuant to the last paragraph of Section 4 hereof, for a period terminating on the third year anniversary of the date on which the SEC declares the Shelf Registration effective, or such shorter period as shall terminate on the date on which all the Registrable Securities covered by the Shelf Registration have been sold pursuant to such Shelf Registration. The Company shall be obligated to file only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering and shall not be deemed obligated to file a Demand Shelf Registration for purposes of the Company’s obligation to effect no more than four if three Demand Registrations (hereinafter defined) have been effected under Section 2(b). The Company further agrees to promptly supplement or make amendments to the Shelf Registration, if required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act or rules and regulations thereunder for shelf registration or if requested by Participating Purchasers holding in the aggregate as set forth in Section 2.01(a)excess of 50% of the Registrable Securities covered by the Shelf Registration or any underwriter of the Registrable Securities.

Shelf Registration. As promptly as practicable, PhoneTel shall file and use all reasonable efforts to cause to be declared effective a "shelf" registration statement (athe "Shelf Registration Statement") At on any time after appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the first anniversary Securities and Exchange Commission (the "SEC") under the Securities Act for all the PhoneTel Common Shares (i) issued in connection with the Merger or (ii) issued or distributed in respect of such PhoneTel Common Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise (collectively such PhoneTel Common Shares shall hereinafter be referred to as the First Public Offering"Registrable Securities"), if which form shall be available for the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof; PROVIDED, HOWEVER, that PhoneTel's obligations under this 49 Section 1 shall not commence until the later of (i) 90 days following the requesting Shareholder(sclosing of a public primary equity offering by PhoneTel or (ii) such later date acceptable to the managing underwriter or underwriters, if any, of such offering. PhoneTel agrees to use its best efforts to keep the Shelf Registration Statement continuously effective and usable for resale of Registrable Securities, for a period of twenty-four (24) months from the date on which the SEC declares the Shelf Registration Statement effective or such shorter period which will terminate when all the Registrable Securities covered by the Shelf Registration Statement cease to be Registrable Securities (such period shall hereinafter be referred to herein as the “Initial "Effective Period"); PROVIDED, HOWEVER, that PhoneTel may elect that the Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act not be usable during any Blackout Period (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth as defined in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a2 below).

Shelf Registration. (a) At any time after The Company shall prior to the first anniversary of the First Public OfferingInitial Closing, file both a registration statement under the 1933 Act, [and all such qualifications and registrations as may be required under state securities laws] as are necessary to permit the sale and distribution of all of the Holders' Registrable Shares and thereafter shall use its best efforts to secure the effectiveness of such registration statement; pay all expenses incurred in connection with any registration qualification and compliance requested hereunder, (excluding underwriters' or brokers' discounts and commissions), including without limitation all filing, registration and qualification, printers' and accounting fees and counsel for the Company (each Holder shall pay its own legal and accounting fees and any other expenses incurred by it except such expenses that are specifically reimbursed hereunder); and use its best efforts to cause the registration statement to remain effective until the earlier of (A) the date ending three (3) years after the Initial Closing, or (B) with respect to each Holder, the date on which such Holder is able to sell all of such Holder's Registrable Shares in any single three (3) month period without registration under the 1933 Act pursuant to Rule 144, provided that if the Company is eligible elects to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of terminate the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date effectiveness of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders under (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(eB), the Company shall use commercially reasonable efforts prior to such termination provide each Holder an opinion of counsel, based on factual representations of the Holders, that such Holder is able to sell all of the Registrable Shares held by such Holder and its affiliates in any single three (3) month period without registration under the 1933 Act pursuant to Rule 144. Obligations of the Company. Whenever required to effect the registration of Registrable Shares under this Agreement, the Securities Company will, as expeditiously as reasonably possible: prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities for which the Shelf Requesting Shareholders have requested Shares covered by such registration under this Section 2.03 statement; furnish to the extent necessary Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to permit facilitate the disposition of the Registrable Securities so Shares owned by them that are included in such registration; use its best efforts to register and qualify the Registrable Shares covered by such registration statement under such other securities or "blue sky" laws of such jurisdictions as shall be registered on such Shelf Registrationreasonably requested by the Holders, provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering, provided, that the fact of such underwriting shall not increase the Company's obligations hereunder or under such offering of Registrable Shares; cause all such Registrable Shares registered pursuant hereunder to be permitted listed on each securities exchange on which similar shares issued by the Company are then listed; and notwithstanding anything else in this Section 4, if, at any time during which a prospectus is required to effect be delivered in connection with the sale of any Registrable Shares, the Company determines in good faith and in its reasonable judgment that such sale would require public disclosure by the Company of material non-public information that the Company deems it advisable not to disclose, or that a development has occurred or a condition exists as a result of which the registration under statement or the Securities Act prospectus filed as a part thereof contains a material misstatement or omission, the Company will immediately notify each Holder thereof by telephone and in writing. Upon receipt of such notification, Holder and its affiliates will immediately suspend all offers and sales of any securities Registrable Shares pursuant to the registration statement. In such event, the Company will amend or supplement the registration statement as promptly as practicable and will take such other than steps as may be required to permit sales of the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationShares thereunder by Holder and its affiliates in accordance with applicable federal and state securities laws. The Company will promptly notify Holder after it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the registration statement and the prospectus (as so amended or supplemented). Notwithstanding the foregoing, (A) under no circumstances shall only the Company be required entitled to effectuate one Public Offering from such Shelf Registration exercise its right to suspend sales of any Registrable Shares pursuant to the registration statement more than two (an “Underwritten Takedown”2) within times in any sixtwelve-month period, (B) the period during which offering such sales may be suspended (each a "Blackout Period") shall be deemed a Demand Registration for purposes not exceed thirty (30) calendar days and (C) no Blackout Period may commence less than sixty (60) calendar days after the end of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)preceding Blackout Period.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingCompany will, if the Company is eligible subject to use Sections 3.1 and 3.13 hereof, cause a registration statement on Form F-3 S-1 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% S-3 relating to the resale of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of by the Registrable Securities held by such Initial Shelf Requesting Shareholders under Securityholders on a Registration Statement continuous basis pursuant to Rule 415 under the Securities Act (or the “Registration Statement”), to be filed with the Securities and Exchange Commission as promptly as possible following the date hereof and in any successor or similar rule) event no later than February 12, 2010 (a the “Shelf RegistrationFiling Deadline”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of Notwithstanding the registration statement relating to such Shelf Registration. Such other Shareholders mayobligations set forth in this Agreement, upon notice received by in the event the Commission informs the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholderscannot, together with as a result of the Initial Shelf Requesting Shareholdersapplication of Rule 415, be registered for resale as a secondary offering on a single registration statement, the “Shelf Requesting Shareholders”). Thereafter, subject Company agrees to promptly (i) inform each of the Registrable Securityholders thereof and use its commercially reasonable efforts to file amendments to the restrictions set forth initial Registration Statement as required by the Commission and/or (ii) withdraw the initial Registration Statement and file a new Registration Statement, in Section 2.01(e)either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or new Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to effect advocate with the Commission for the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. In the event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to be registered file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such Shelf Registration, provided that form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement. No Registrable Securityholder shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) named as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within underwriter” in any six-month period, which offering shall be deemed a Demand Registration for purposes of the CompanyStatement without such Registrable Securityholder’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)prior written consent.

Shelf Registration. (a) At any time after The Company shall prepare and file with the first anniversary SEC, no later than twelve (12) months following the Closing Date, a Registration Statement covering the resale of the First Public Offering, if Registrable Securities as would permit or facilitate the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group resale and distribution of Shareholders, in each case holding at least 10% of all the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf RegistrationRegistration Statement”). The Company shall give notice of such requested Shelf Registration Subject to the other Shareholders at least five Business Days prior to the anticipated filing date terms and conditions of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e)this Agreement, the Company shall use commercially its reasonable best efforts to effect cause the registration Shelf Registration Statement to be declared effective by the SEC under the Securities Act of all Registrable Securities for which as promptly as practicable after the filing thereof (and in any event within 24 months following the Closing Date), and to keep the Shelf Requesting Shareholders have requested registration under this Section 2.03 Registration Statement (subject to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration terms and conditions hereof) continuously effective under the Securities Act for (i) in the case of any securities other than the Warrant Holder Registrable Securities, a period ending on the date on which all Warrant Holder Registrable Securities covered by such Registration Statement either have been sold, and the distribution contemplated thereby has been completed, or have ceased to be Warrant Holder Registrable Securities, and (including for ii) in the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes case of the Company’s obligation PCG Registrable Securities, a period ending on the earlier of (x) [ ], 2021 and (y) the date on which all PCG Registrable Securities covered by such Registration Statement either have been sold, and the distribution contemplated thereby has been completed, or have ceased to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)be PCG Registrable Securities.

Shelf Registration. (a) At any time Within 60 days after the first anniversary of the First Public Offering, if Holder requests the Company is eligible to use Form F-3 or Form S-3, file a Shareholder or group of Shareholders, in each case holding at least 10% of Registration Statement with respect to the Registrable Securities (provided that the requesting Shareholder(s) Holder shall not be referred entitled to herein as make such a request prior to the “Initial Shelf Requesting Shareholders”), may request date the Company becomes eligible to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under file a Registration Statement pursuant (with respect to Rule 415 the sale of the Shares by the Holder) on Form S-3 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(eAct), the Company shall use commercially reasonable efforts to effect prepare and file a Registration Statement providing for the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition sale of the Registrable Securities so by the Holder pursuant to Rule 415 of the Securities Act and/or any similar rule that may be registered on adopted by the SEC; provided, however, that the Holder shall not sell, transfer, pledge or otherwise dispose of any Registrable Securities while such Shelf RegistrationRegistration Statement remains effective, provided that except during the ten (10) business days immediately following the second business day following the release by the Company to the public of quarterly or annual earnings. Notwithstanding the foregoing, if the Company shall be permitted furnish to effect the registration under Holder a certificate signed by the Securities Act President of any securities other than the Registrable Securities (including for Company stating that, in the benefit good faith judgment of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes the President of the Company’s obligation , the Company is in receipt of material, undisclosed information, the disclosure of which would be detrimental to effect no the Company, then the Holder shall not sell, transfer, pledge or otherwise dispose of any Registrable Securities for the period or periods specified in such certificate; provided, however, that the Holder shall not be so restricted with respect to such sales, transfers, pledges or other dispositions pursuant to this sentence or the next succeeding sentence for more than four Demand Registrations an aggregate of ninety (90) days in any fiscal year of the Company. If at any time after the Company files a Registration Statement hereunder the Company decides to make a public offering of securities through one or more underwriters, and an underwriter selected by the Company to manage such proposed underwriting advises the Company that it believes that such underwritten offering could be adversely affected by the concurrent registered offering of Registrable Securities pursuant hereto, then the Holder shall not sell, transfer, pledge or otherwise dispose of any Registrable Securities at the request of the Company during such public offering of securities; provided further, that the aggregate as set forth period of any such restriction, when taken together with the restriction imposed by the Company pursuant to a certificate signed by the President of the Company pursuant to the previous sentence, shall not exceed ninety (90) days in Section 2.01(a)any fiscal year of the Company.

Shelf Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (a) At any time after the first anniversary of the First Public Offering, except if the Company is not then eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of register for resale the Registrable Securities (the requesting Shareholder(s) on Form SB-2, in which case such registration shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”on another appropriate form in accordance herewith). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to i) not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities and the securities listed on Schedule II attached hereto ----------- to be included in the Registration Statement and (including for ii) use its best efforts to cause the benefit Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of Persons (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold pursuant to Rule 144, assuming that all Holders (I) exercised or will exercise their Warrants using the cashless exercise and (II) are not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes affiliates of the Company’s obligation , as determined by the counsel to effect the Company (the "Effectiveness ------------- Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Preferred Stock are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no more event later than four Demand Registrations forty-five (45) days after filing. If at such time in the aggregate as set forth in Section 2.01(a)reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to be issued upon conversion of the Preferred Stock then outstanding, or upon the exercise of the Warrants then outstanding, the Purchasers shall be entitled to demand that the Company prepare and file an additional Registration Statement.

Shelf Registration. On or before the thirtieth (a30th) At any time day after the first anniversary of the First Public OfferingStockholder Approval Date, if the Company is eligible to use Form F-3 or shall file with the SEC a registration statement on Form S-3, and any related qualification or compliance, with respect to the sale or distribution by the Holders on a Shareholder delayed or group continuous basis of Shareholders, in each case holding at least 10% all of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”"SHELF REGISTRATION"); PROVIDED, may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders mayHOWEVER, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also shall not be obligated to effect such registration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a registration general consent to service of some process in effecting such registration, qualification or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”)compliance. Thereafter, subject to the restrictions set forth in Section 2.01(e), the The Company shall use commercially reasonable efforts to have the Shelf Registration declared effective by the SEC as promptly as practicable; PROVIDED, that in the event the Company receives notice from the SEC that the Shelf Registration will not be subject to SEC review, the Company shall have the S-3 Registration Statement declared effective as soon as possible following receipt of such notice from the SEC; PROVIDED, FURTHER, that in the event the Shelf Registration is reviewed by the SEC, the Company shall work diligently to resolve any SEC comments in favor of the Company as soon as possible and, following receipt of notice from the SEC that all such comments are resolved, will have the Shelf Registration declared effective as soon as possible thereafter; and PROVIDED, FURTHER, that in no event shall the Shelf Registration be declared effective later than the date that any other registration statement filed by the Company after the Effective Date is declared effective (other than any registration statement relating to any Company employee benefit plan or any registration statement filed by the Company on Form S-4 that is not reviewed by the SEC). The Company shall leave the Shelf Registration in effect until the earlier of: (A) the date on which all Registrable Securities shall either (i) have been registered under the Securities Act and been disposed of, or (ii) be, in the reasonable opinion of counsel to the Company that has been delivered to the applicable Holders, saleable in a three (3) month period by the current Holders thereof without registration under the Securities Act of all Registrable pursuant to Rule 144 under the Securities for Act; or (B) the date three (3) years from the date on which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to Registration is declared effective by the extent necessary to permit SEC (the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a"SHELF TERMINATION DATE").

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingOn or prior to each Filing Date, if the Company is eligible to use Form F-3 or Form S-3, shall prepare and file with the Commission a Shareholder or group “Shelf” Registration Statement covering the resale of Shareholders, in each case holding at least 10100% of the Registrable Securities (the requesting Shareholder(s) shall on such Filing Date for an offering to be referred made on a continuous basis pursuant to herein as the “Initial Shelf Requesting Shareholders”)Rule 415; provided, may request the Company to effect a registration of some or all however, that if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such Initial Shelf Requesting Shareholders under actual filing date minus 10,000 shares of Common Stock (the “Registration Cap”), and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders. In the event of any such reduction, Registrable Securities underlying the Long Term Warrants shall be omitted from the initial Registration Statement before Registrable Securities underlying the Debentures or Short Term Warrants are omitted from such initial Registration Statement. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Notwithstanding anything herein to the contrary, the Company shall continue to use best efforts to register all Registrable Securities as promptly as possible and if requested by Holders holding at least 50% of the then outstanding Registrable Securities not registered (based on advice from counsel to such Holders), shall seek to promptly register Registrable Securities in excess of the Registration Cap. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice telephonically request effectiveness of a Shelf Registration, request that the Company also effect Registration Statement as of 5:00 p.m. New York City time on a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationTrading Day. The Company shall only be required to effectuate one Public Offering from such Shelf immediately notify the Holders via facsimile of the effectiveness of a Registration (an “Underwritten Takedown”) within any six-month periodStatement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which offering shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in an Event under Section 2.01(a2(b).

Shelf Registration. If prior to the expiration of the Exchange Offer: (i) the Company or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in interest payable by the Company on the Notes not being deductible by the Company for United States federal income tax purposes, (iii) the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or (iv) upon the request of the Initial Purchaser with respect to any Registrable Notes held by it, if, in the reasonable opinion of Skadden, Arps, Slate, Meagxxx & Xlom XXX or other counsel experienced in such matters, the Initial Purchaser is not permitted pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)- (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of effecting the registration of the Exchange Notes pursuant to the Exchange Offer Registration Statement, the Company will (x) promptly deliver to the Holders written notice thereof and (y) at the Company's sole expense: (a) At as soon as practicable after such Shelf Registration Event Date, and, in any time event, within 30 days after such Shelf Registration Event Date (but shall not be required to do so earlier than 75 days after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”Closing Time), may request file a Shelf Registration Statement providing for the Company to effect a registration sale by the Holders of some or all of the Registrable Securities held Notes, and (b) shall use its best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Initial Holder not materially misleading. The Company agrees to use its best efforts to keep the Shelf Requesting Shareholders under a Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Rule 415 under Section 2(b)(i), (ii) or (iii) or (b) 180 days in the Securities Act (or any successor or similar rulecase of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (a “subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Registrable Notes covered by the Shelf Registration”Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than Registrable Notes to be included in the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to effectuate one Public Offering from permit certain unrestricted resales of the Registrable Notes. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration (an “Underwritten Takedown”) within Statement or by the Securities Act or by any six-month periodother rules and regulations thereunder for shelf registrations, which offering shall be deemed a Demand Registration for purposes and the Company agrees to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. (a) At any time The Companies shall prepare and file with the Securities and Exchange Commission (the "COMMISSION") as soon as practicable but in no event later than 90 days (such 90th day being a "FILING DEADLINE") after the first anniversary of latest date on which the First Public Offering, if Initial Purchasers purchase the Company is eligible Securities pursuant to use Form F-3 or Form S-3the Purchase Agreement (the "CLOSING DATE"), a Shareholder or group of Shareholdersregistration statement (the "INITIAL SHELF REGISTRATION STATEMENT," and together with any Subsequent Shelf Registration Statement (as defined below), including, in each case holding at least 10% case, the prospectus, amendments and supplements to such registration statements, including post-effective amendments, all exhibits, and all materials incorporated by reference or deemed to be incorporated by reference in such registration statements, are herein collectively referred to as the "SHELF REGISTRATION STATEMENT") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the "SECURITIES ACT") (the "SHELF REGISTRATION"), registering the resale from time to time by Holders thereof of all of the Registrable Securities (the requesting Shareholder(s) as defined below). The Initial Shelf Registration Statement shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 on an appropriate form under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice permitting registration of such requested Shelf Registration Registrable Securities for resale by such Holders from time to time in accordance with the other Shareholders at least five Business Days prior to the anticipated filing date methods of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received distribution elected by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with Holders and set forth in the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”)Registration Statement. Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company The Companies shall use commercially reasonable their best efforts to effect cause the registration Initial Shelf Registration Statement to be declared effective under the Securities Act of all Registrable Securities for which as promptly as is practicable but in any event within one hundred and eighty (180) days after the Closing Date (the "EFFECTIVENESS DEADLINE DATE"), and to keep the Initial Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Registration Statement (or any Subsequent Shelf Registration, provided that the Company shall be permitted to effect the registration Registration Statement) continuously effective under the Securities Act to permit the prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the Closing Date or such shorter period that will terminate when (i) all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto or (ii) the expiration of the holding period that would be applicable to the Registrable Securities pursuant to Rule 144(k) under the Securities Act were it not held by an "affiliate" (as defined in Rule 144 under the Securities Act, or any successor rule thereof) of any securities of the Companies (such period, the "EFFECTIVENESS PERIOD"). The Companies shall be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. None of the Company's securityholders (other than the Holders of Registrable Securities (including for Securities) shall have the benefit of Persons not party right to this Agreement) as part of include any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations 's securities in the aggregate as set forth in Section 2.01(a)Shelf Registration Statement.

Shelf Registration. Subject to Section 3(c), the Company agrees to file within thirty (a30) At any time days after the first anniversary date of this Agreement, a shelf Registration Statement on Form S-1, or such other form under the Securities Act then available to the Company, providing for the resale of all Registrable Securities (determined as of two (2) business days prior to such filing) pursuant to Rule 415, from time to time (a “Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. The Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) to the Holders of any and all Registrable Securities. Following the filing of the First Public OfferingShelf Registration Statement, if the Company shall use its commercially reasonable efforts to convert the Shelf Registration Statement on Form S-1 (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders. Notwithstanding the registration obligations set forth in this Section 2(a)(i), in each case holding at least 10% of the Registrable Securities (event the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request Commission informs the Company to effect a registration of some or that all of the Registrable Securities held by such Initial cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders and use its commercially reasonable efforts to file amendments to the Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under as required by the Securities Act Commission and/or (or any successor or similar ruleB) withdraw the Shelf Registration Statement and file a new registration statement (a “Shelf RegistrationNew Registration Statement”). The , in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall give notice of such requested Shelf Registration be obligated to use its commercially reasonable efforts to advocate with the other Shareholders at least five Business Days prior to the anticipated filing date of Commission for the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and Disclosure Interpretations. Notwithstanding any other Shareholders provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (such other requesting Shareholders, together and notwithstanding that the Company used diligent efforts to advocate with the Initial Shelf Requesting ShareholdersCommission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act number of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf RegistrationRegistration Statement will be reduced pro rata, provided based on the number of Registrable Securities held by each Holder, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company shall be permitted amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to effect file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration under the Securities Act of any securities statements on Form S-1 or Form S-3 or such other than the form available to register for resale those Registrable Securities (including that were not registered for resale on the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodStatement, which offering shall be deemed a Demand as amended, or the New Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. In the event that (ai) At the Company determines that the Exchange Offer Registration provided in Section 2(a) above is not available or may not be consummated because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any time other reason consummated within 180 days after the first anniversary Closing Time, or (iii) following the consummation of the First Public Offering, if Exchange Offer a Registration Statement must be filed and a Prospectus must be delivered by the Company is eligible to use Form F-3 Initial Purchasers in connection with any offering or Form S-3, a Shareholder or group sale of Shareholders, in each case holding at least 10% Registrable Securities because such Registrable Securities represent an unsold allotment of the Registrable Securities purchased by the Initial Purchasers from the Company, unless the Company has previously done so, the Company will (the requesting Shareholder(sa) shall be referred to herein file as soon as practicable after such determination or date, as the “Initial case may be, a Shelf Requesting Shareholders”)Registration Statement providing for the sale by the Holders of all of the Registrable Securities, may request (b) use its best efforts to have such Shelf Registration Statement declared effective by the Company to effect a registration SEC and (c) keep the Shelf Registration Statement continuously effective until the third anniversary of some the Closing Time or such shorter period which will terminate when all of the Registrable Securities held covered by such Initial the Shelf Requesting Shareholders under Registration Statement have been sold pursuant to the Shelf Registration Statement. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Rule 415 under the Section 2(a) with respect to all Registrable Securities Act (or any successor or similar rule) (and a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to the other Shareholders at least five Business Days prior to the anticipated filing date offers and sales of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition Purchasers after completion of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationExchange Offer. The Company shall only be further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to effectuate one Public Offering from the registration form used by the Company for such Shelf Registration (an “Underwritten Takedown”) within Statement or by the 1933 Act or by any six-month periodother rules and regulations thereunder for shelf registration, which offering shall be deemed a Demand Registration for purposes and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. (a) At any time after On or prior to the first anniversary Filing Date, the Company shall prepare and file with the SEC a "shelf" Registration Statement covering the resale of the First Public Offering, all Registrable Securities. Such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to use Form F-3 or register for resale the Registrable Securities on Form S-3, a Shareholder or group of Shareholders, in each which case holding at least 10% such registration shall be on another appropriate form in accordance herewith) relating to the offer and sale of the Registrable Securities (by the requesting Shareholder(s) shall be referred Holders thereof from time to herein as time in accordance with the “Initial Shelf Requesting Shareholders”), may request methods of distribution set forth in the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant (such "Plan of Distribution" attached hereto as Annex A (as it may be modified in response to SEC comments)) and Rule 415 under the Securities Act Act, together with any registration statement to replace such registration statement upon expiration thereof, if any, (or any successor or similar rule) (a “hereinafter the "Shelf Registration”"). The Subject to the terms of this Agreement, the Company shall give notice of such requested Shelf use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the other Shareholders at least five Business Days prior to Securities Act as promptly as possible after the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company thereof but in any event no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”)Effectiveness Deadline. Thereafter, subject to the restrictions set forth in Section 2.01(e), the The Company shall use commercially reasonable efforts to effect address any comments from the SEC regarding such Registration Statement and to advocate with the SEC for the registration under the Securities Act of all Registrable Securities for which in accordance with SEC Guidance. Notwithstanding the Shelf Requesting Shareholders have requested registration under this Section 2.03 to foregoing, if the extent necessary to permit SEC prevents the disposition Company from including any or all of the Registrable Securities so on the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a "Rule 415 Limitation") or otherwise, the Registration Statement shall register the resale of a number of Shares which is equal to the maximum number of shares as is permitted by the SEC, and, subject to the provisions of this Section 2.1, the Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as set forth in this Article II. In such event, the number of Shares to be registered on such Shelf Registration, provided that for each Holder in the Company Registration Statement shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registrationreduced pro rata among all Holders. The Company shall only be required continue to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month perioduse its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the applicable rules, which offering shall be deemed a Demand Registration for purposes regulations and guidance of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-2 (a) At any time after the first anniversary of the First Public Offering, except if the Company is not then eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case holding at least 10% of register for resale the Registrable Securities (the requesting Shareholder(s) on Form S-2, in which case such registration shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”on another appropriate form in accordance herewith). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to i) not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities to be included in the Registration Statement other than the securities listed on Schedule II hereto and (including ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the benefit actual number of Persons not party to this Agreement) as part shares of any Shelf Registration. The Common Stock into which the Preferred Stock are convertible and the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall only have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be required declared effective by the Commission as soon as possible, but in no event later than forty-five (45) days after filing. If at such time in the reasonable opinion of the Purchasers there is not or will not be a sufficient number of Registrable Securities to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month periodbe issued upon conversion of the Preferred Stock then outstanding, which offering or upon the exercise of the Warrants then outstanding, the Purchasers shall be deemed a Demand entitled to demand that the Company prepare and file an additional Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)Statement.

Shelf Registration. If prior to the expiration of the Exchange Offer: (ai) At the Company or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) for any time reason the Exchange Offer Registration Statement is not declared effective within 120 days after the first anniversary Issue Date or (iii) upon the request of the First Public OfferingInitial Purchaser with respect to any Registrable Notes held by it, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholdersif, in each case holding at least 10% the reasonable opinion of Skadden, Arps, Slate, Meagher & Flom LLP or other counsel experienced in such matters, the Ixxxxxx Purxxxxer is not permitted pursuant to applicable law or applicable interpretations of the Registrable Securities (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all staff of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant SEC, to Rule 415 participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of effecting the registration of the Exchange Notes pursuant to the Exchange Offer Registration Statement, the Company will (y) promptly deliver to the Holders written notice thereof and (z) at the Company's sole expense: (a) as promptly as practicable after such Shelf Registration Event Date file a Shelf Registration covering resales of the Notes and (b) use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act. No Holder of Registrable Notes shall be entitled to include any successor of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or similar ruleProspectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep effective the Shelf Registration Statement until the earlier of two years after the Issue Date (six months in the case of a Shelf Registration Statement filed at the request of the Initial Purchaser under Section 2(b)(iii) hereof) or such time as all of the applicable Notes have been sold thereunder or otherwise cease to be Registrable Notes within the meaning of this Agreement (a “Shelf Registration”the "Effectiveness Period"). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to not permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than Registrable Notes to be included in the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be will, in the event a Shelf Registration Statement is filed, provide to each Holder copies of the Prospectus that is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement for the Notes has become effective and take certain other actions as are required to effectuate one Public Offering from permit unrestricted resales of the Notes. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration (an “Underwritten Takedown”) within Statement or by the Securities Act or by any six-month periodother rules and regulations thereunder for shelf registrations, which offering shall be deemed a Demand Registration for purposes and the Company agrees to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in Section 2.01(a)SEC.

Shelf Registration. (a) At any time after the first anniversary of the First Public OfferingOn or prior to each Filing Date, if the Company is eligible to use Form F-3 or Form S-3, shall prepare and file with the Commission a Shareholder or group “Shelf” Registration Statement covering the resale of Shareholders, in each case holding at least 10130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, if the number of Registrable Securities shall equal or exceed 50% of the issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the requesting Shareholder(s) initial Registration Statement shall register a number of shares which shall be referred 10,000 shares less than the number of shares which is 50% of the number of shares of Common Stock outstanding on such actual filing date. In such event, the number of shares to herein as be registered for each Holder shall be reduced ratably among all Holders. In the “Initial Shelf Requesting Shareholders”)event that all Registrable Securities are not included on the initial Registration Statement, may then upon written request of a majority in interest of the Holders at any time following the Effective Date of the initial Registration Statement, the Company to effect a registration shall file as soon as reasonably practicable but in any case within 30 days of some or all such request, an additional Registration Statement such that 130% of the Registrable Securities held shall be registered. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement (provided, that a Holder shall be deemed to designate for exclusion Warrant Shares if no written designation is made by such Initial Shelf Requesting Shareholders under Holder and received by the Company prior to the filing of the initial Registration Statement). The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A, provided such Plan of Distribution section of the Registration Statement shall be amended to the extent required to respond to comments received by the Company from the Commission, provided further that any such amendments shall be reasonably acceptable to the Holders. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement pursuant to Rule 415 be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or any successor or similar rule) (a the “Shelf RegistrationEffectiveness Period”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice telephonically request effectiveness of a Shelf Registration, request that the Company also effect Registration Statement as of 5:00 pm Eastern Time on a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholders, the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Shelf RegistrationTrading Day. The Company shall only be required to effectuate one Public Offering from such Shelf immediately notify the Holders via facsimile of the effectiveness of a Registration (an “Underwritten Takedown”) within any six-month periodStatement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which offering shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations in the aggregate as set forth in an Event under Section 2.01(a2(b).

Shelf Registration. (a) At any time after Following the first anniversary Commencement of Commercial ------------------ Operations and at the request of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3, a Shareholder or group of Shareholders, in each case Holders holding at least 10% of the Registrable Securities having a Fair Market Value of not less than $25 million (the requesting Shareholder(s) shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”). The Company shall give notice of such requested Shelf Registration to the other Shareholders at least five Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other requesting Shareholders, together with the Initial Shelf Requesting Shareholderscollectively, the “Shelf "Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(eHolders"), the Company shall use commercially reasonable efforts notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to effect prepare and file with the registration Commission a Registrat ion Statement for an offering to be made on a delayed or a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act covering all or a portion of all the Registrable Securities, and shall thereafter prepare and file such Registration Statement (the "Shelf Registration"). Each Holder not a Requesting Holder shall notify the Company within thirty (30) days of receipt of a Shelf Notification if it intends to include Registrable Securities for which held by it in such Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in such Shelf Registration or in any subsequent Shelf Registration; provided that a -------- ---- Holder not a Requesting Holder may subsequently request a Shelf Registration pursuant to this Section 2.2(a) if such Holder (i) notifies the Company within thirty (30) days of a Shelf Notification that (a) upon request of th e Company, it has agreed not to include its Registrable Securities in such Shelf Registration, or (b) by reason of contractual obligation or law, it cannot at the time of the Shelf Notification include its Registrable Securities in a Shelf Registration and (ii) in each subsequent request for a Shelf Registration, such Holder (collectively with other Holders not Requesting Shareholders have requested Holders making such request) must request registration under this Section 2.03 of Registrable Securities with an aggregate Fair Market Value on the date of such request of not less than $25 million in Registrable Securities held by or issuable to such Holder(s). Each Shelf Registration shall be on a Form S-3 or another appropriate form (unless the extent necessary to permit the disposition Holders of the Registrable Securities so to be registered on offered thereby reasonably request a specific form) permitting registration of such Shelf Registration, provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for resale by the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect no more than four Demand Registrations Holders in the aggregate as set forth in Section 2.01(amanner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings).