Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer and sale of its securities Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To , and once effective, the extent the Company is a WKSI at the time that any Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is to be filedspecified in the request by the Holders, but for no time period longer than the Company shall file an Automatic period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that covers have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Registrable SecuritiesShelf Registration Statement in existence. The Company agrees to Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to keep the prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Commission as soon as practicable after the later to occur of (i) the expiration of the Lock-Up Period (as defined below) and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Original Equity Owners Parties may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, any Investor will have the right at any time and or from time to time on or after to elect to sell pursuant to an offering (including an underwritten offering, provided that the Closing Dateaggregate anticipated offering price, Buyer shall have net of any underwriting discounts and commissions, of each such underwritten offering is at least $25,000,000) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the right “Shelf Registrable Securities”), which may include Shelf Registrable Securities to request an unlimited number of registrations under be sold by the 1933 Act of all or Investor. If any portion of its Investor desires to sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, such Investor shall deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that such Investor desires to sell pursuant to such underwritten offering (the Company prepare and file with the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The (a) Following the twelve (12) month anniversary of the date hereof (and not at any point prior thereto), upon written request received from Spectrum by the Company (the “Shelf Registration Request”), so long as there are Registrable Securities outstanding, the Company shall use its best commercially reasonable efforts to remain qualified to register the offer have and sale of its securities under the 1933 Act pursuant to maintain an effective Registration Statement for a Shelf Registration Statement. At any time and from time to time on or after covering the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act resale of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included andby Spectrum, unless such on a delayed or continuous basis (the “Shelf Registration Statement shall become automatically effectiveStatement”). In furtherance of such obligation, the Company shall use its commercially reasonable best efforts to file with the SEC an initial Shelf Registration Statement as promptly as practicable on or prior to the thirtieth (30th) day following the receipt of such Shelf Registration Request. The Company shall give written notice of the filing of any Shelf Registration Statement at the earliest practicable time (but in no event less than fifteen (15) days prior to filing such Shelf Registration Statement) to Spectrum and shall include in such Shelf Registration Statement all Registrable Securities of Spectrum requested to be included. The Company shall use its commercially reasonable efforts to cause the initial Shelf Registration Statement to become effective on or be declared effective by prior to the ninetieth (90th) day after the Registration Statement is filed with the SEC for all of and shall use its commercially reasonable efforts to maintain the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing effectiveness of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are terms hereof until Spectrum no longer holds any Registrable Securities outstanding (such period of effectiveness, the “Shelf Effectiveness Period”).

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering (i) Subject to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales availability of some or all of Buyer’s Registrable Securities. As required financial information, as promptly as practicable after receiving the Company receives written notice of a request for a Shelf Registration NoticeRegistration, but in no any event more than 30 within sixty (60) days following receipt of the mailing of the Company’s notice pursuant to Section 2(a) (provided that all necessary documents for such noticeregistration can be obtained and prepared within such 60-day period), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement covering all Registrable Securities requested to be included anddeclared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, unless and once effective, the Company shall cause such Shelf Registration Statement shall become automatically effectiveto remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to cause the prepare a Shelf Registration Statement with respect to become or be declared effective by the SEC for all of the Registrable Securities covered thereby owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable thereafter, but in no event later than 60 days after the filing later to occur of (x) the expiration of the Lock-Up Period (as defined below) and (y) the Company becoming eligible to file a Shelf Registration Statement for a Short-Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement. To the extent , the Company may require such Holder to deliver all information about such Holder that is a WKSI at the time that any required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is to be filed, the Company shall file an Automatic named as a selling securityholder in such Shelf Registration Statement that covers may make a secondary resale under such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or without the consent of the Holders representing a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale Majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company (i) As promptly as reasonably practicable after the completion of twelve calendar months following the effectiveness of the Form 8-A related to the IPO, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”), which shall be on an Automatic Shelf Registration Statement if the Corporation is then eligible to file such a registration statement. The Corporation shall use commercially reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) requesting that in the Company case of an Automatic Shelf Registration statement (and without limitation of Section 5(a)(xxiii)), the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its commercially reasonable efforts to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but owned by or issuable to the Equity Owner Parties in no event later than 60 days after accordance with the filing terms of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement LLC Agreements (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the IPO Holdback Period and (ii) the Corporation becomes eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Equity Owner Parties may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable for resale of the Registrable Securities owned by or issuable to such Holder. In order for any of the Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the intended methods of disposition set forth thereinSecurities Act, so long as there are amended from time to time, or any Registrable Securities outstanding (the “Shelf Effectiveness Period”)similar successor rule thereto.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, any of the Parent Investors, the Requisite Institutional Holders, the Permira Investor and/or the Warburg Investor will have the right at any time and or from time to time on or after to elect to sell pursuant to an offering (including an underwritten offering, provided that the Closing Dateaggregate anticipated offering price of each underwritten offering is expected to be at least $50,000,000 of (or, Buyer shall have if less, all of such Holder(s)’ and its respective affiliates’)) Registrable Securities (“Shelf Registrable Securities”). If any of the right Parent Investors, the Requisite Institutional Holders, Permira Investor and/or Warburg Investor desire to request an unlimited number of registrations under the 1933 Act of all or any portion of its sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, such holders shall deliver to the Company Corporation a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that such holders desire to sell pursuant to such underwritten offering (the Company prepare and file with the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 five (5) Business Days after receipt of a Shelf Offering Notice, the Corporation will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Corporation, subject to Section 1(d) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Corporation has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) Business Days after the receipt of the Shelf Offering Notice. The Corporation will, as expeditiously as possible (and in any event within fourteen (14) days after the filing receipt of such a Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is Offering Notice), but subject to be filedSection 1(d), the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To , and once effective, the extent the Company is a WKSI at the time that any Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is to be filedspecified in the request by the Holders, but for no time period longer than the Company shall file an Automatic period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that covers have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Registrable SecuritiesShelf Registration Statement in existence. The Company agrees to Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to keep the prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Original Equity Owner Parties may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”). The Corporation shall use its reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) requesting that the Company third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable efforts to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but owned by or issuable to the Original SSE Equity Owners in no event later than 60 days after accordance with the filing terms of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement LLC Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Original SSE Equity Owners may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Original SSE Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Majority Holders will have the right at any time and or from time to time on or after to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Closing Date, Buyer shall have the right Majority Holders desire to request an unlimited number of registrations under the 1933 Act of all or any portion of its sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, they shall deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register (i) In the offer and sale of its securities event that a registration statement under the 1933 Securities Act pursuant to for the Shelf Registration (a “Shelf Registration Statement. At ”) is effective, the Demand Holders whose Registrable Securities are covered by such Shelf Registration Statement shall each have the right at any time and or from time to time on or after following the Closing Dateexpiration of the Registration Lockup Period, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities available for sale pursuant to a such Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. The applicable Demand Holders shall make such election by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales such offering specifying the number of some or all of Buyer’s Shelf Registrable SecuritiesSecurities that they desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable practicable, but no later than two (2) Business Days after receiving receipt of a Shelf Registration Offering Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with give written notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Company, subject to Sections 4.1(e) and 4.7, shall include in such Shelf Offering the SEC Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within five (5) Business Days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Registration Statement covering all Registrable Securities requested Offering Notice), but subject to be included andSection 4.1(f), unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Registration Statement Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders delivering such Shelf Offering Notice until such time as the information contained therein is or becomes available to become or be declared effective the public generally, other than as a result of disclosure by the SEC for all Holder in breach of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing terms of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)this Agreement.

Shelf Registrations. The (i)As promptly as practicable after the Company shall use its best efforts to remain qualified to register the offer and sale receives written notice of its securities under the 1933 Act pursuant to a request for a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice Holder (a “Shelf Registration NoticeRequest”) requesting that and the Company prepare and file with expiration of the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Participation Deadline (as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticedefined below), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) (and, in no event longer than 30 days after the date of delivery of a Shelf Registration Statement covering Request, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request). As promptly as practicable, but no later than five Business Days after the date of delivery of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 9 hereof and the MTN Shareholder Arrangements (as defined below), shall include in such ​ Shelf Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities requested of each Holder with respect to be included andwhich the Company has received a written request for inclusion therein within five Business Days after the Shelf Registration Notice was delivered (such deadline, unless the “Shelf Registration Participation Deadline”); provided however, if on the date of a Shelf Registration Request the Company is a WKSI, then such Shelf Registration Statement shall become automatically effective, the Request may request registration of an unspecified amount of Registrable Securities. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement or such longer period as such Shelf Registration Statement shall be effective, in which case the Company shall cause a new Shelf Registration Statement to become effective prior to such anniversary or be declared effective by other date, (B) the SEC for date on which all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of by such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is have been sold pursuant to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement and (or a successor Registration Statement filed with respect to C) the date as of which there are no longer any Registrable Securities) continuously effective (including Securities covered by filing a new such Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)existence.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To , and once effective, the extent the Company is a WKSI at the time that any Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is to be filedspecified in the request by the Holders, but for no time period longer than the Company shall file an Automatic period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that covers have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Registrable SecuritiesShelf Registration Statement in existence. The Company agrees to Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to keep the prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by Wayzata and/or the Other Holders (or, with respect to Wayzata or a successor Registration Statement filed any Other Holder, such lower number of Registrable Securities specified in writing by such Holder with respect to the Registrable SecuritiesSecurities owned by such Holder) continuously effective (including by filing a new to enable and to cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of Wayzata and any of the Other Holders may, in order each case with respect to permit itself, instruct the Prospectus forming a part thereof Corporation in writing not to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by such Wayzata Fund or such Other Holder. In order for any of Wayzata or any Other Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”). The Corporation shall use its reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) requesting that the Company third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable efforts to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but owned by or issuable to the Original Members in no event later than 60 days after accordance with the filing terms of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement Operating Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the Corporation becomes eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Original Members may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Members to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on On or after the Closing Datefirst day of the month following the first anniversary of the Company’s initial Public Offering, Buyer shall each of the Demand Holders (collectively, the “Shelf Initiating Holders,” and each, a “Shelf Initiating Holder,” for purposes of this Section 4(b) and Section 4(h) hereof) will have the right to make a written request an unlimited number of registrations that the Company register, under the 1933 Act Securities Act, on Form S-3, in an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, the sale of all or any a portion of its the Registrable Securities pursuant to a owned by such Shelf Registration Statement by delivering to the Company a written notice Initiating Holders (a “Shelf Registration”). For the avoidance of doubt, a Shelf Registration Notice”) requesting that the Company prepare and file any prospectus, prospectus supplement or post-effective amendment filed with the SEC associated with any shelf “takedown” shall not constitute a Demand Registration. Upon receipt of a request for a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticeRegistration, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested give written notice of such request to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby Full Rightholders (other than the Shelf Initiating Holders) as soon promptly as practicable thereafter, but in no event later than 60 5 days after the filing receipt of a request for a Shelf Registration, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Full Rigthholders the opportunity to register the number of Registrable Securities as each such Full Rightholder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration Statement. To the extent and the Company is a WKSI at the time that any will, subject to Section 4(f), include in such Shelf Registration Statement is all such Registrable Securities requested to be filedincluded, provided, however, notwithstanding any other provision of this Agreement, the Company may file such Shelf Registration during the 10-day period but in no event shall the Company cause such Shelf Registration to be declared effective prior to the expiration of such 10-day period. The “Plan of Distribution” section of such Form S-3, shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Block Trades, agented transactions, sales directly into the market, purchases or sales by brokers, hedging transactions and sales not involving a public offering. With respect to each Registration Statement, the Company shall (i) as promptly as practicable after the written request of the Shelf Initiating Holders, file an Automatic Shelf a Registration Statement that covers such Registrable Securities. The Company agrees to and (ii) use its commercially reasonable best efforts to keep the Shelf cause such Registration Statement (to be declared effective as promptly as practicable, other than as described in Section 4(a) hereof or a successor if the Registration Statement filed with respect relating to such request would be required pursuant to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered rules and the Shelf Registration Statement useable for resale regulations of the Registrable Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in accordance with the intended methods which case for each of disposition set forth therein(i) and (ii), so long as there promptly after such financial statements are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)available.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At cause any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to be declared effective under the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Securities Act as soon as practicable after receiving a Shelf Registration Noticefiling, but in no event more than 30 days following receipt of such noticeand once effective, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless cause such Shelf Registration Statement shall become automatically effectiveto remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless NRG instructs the Company otherwise in writing, prior to expiration of the Holdback Period, the Company shall use its reasonable best efforts to cause the prepare a Shelf Registration Statement with respect to become or be declared effective by the SEC for all of the Registrable Securities covered thereby held by or issuable to NRG in accordance with the terms of the Exchange Agreement (or such other number of Registrable Securities specified in writing by NRG) to enable such Shelf Registration Statement to be filed with the Securities and Exchange Commission as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale expiration of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Holdback Period”).

Shelf Registrations. The After the consummation of an IPO or a Listing (should either one occur), the Company shall use its best reasonable commercial efforts to qualify and remain qualified to register the offer and sale of its common equity securities under the 1933 Securities Act pursuant to a Shelf Registration StatementStatement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any time and from time to time on or after the Closing Datesuccessor form, Buyer Arch shall have the right to request an unlimited number that the Company file promptly (and, in any event, within 45 days of registrations under such request) a “shelf” registration statement providing for the 1933 Act of all registration of, and the sale on a continuous or any portion of its delayed basis of, the Registrable Securities of Arch and the other Shareholders pursuant to a Shelf Registration Statement by delivering to Rule 415 of the Company a written notice Securities Act or otherwise (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a ). Upon filing any Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effectiveStatement, the Company shall use its commercially reasonable best efforts to cause the such Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 days after the filing of keep such Shelf Registration Statement. To Statement effective with the extent the Company is a WKSI SEC at the time that any all times, re−file such Shelf Registration Statement is upon its expiration, and cooperate in any shelf take−down, whether or not underwritten, by amending or supplementing the Prospectus related to be filed, the Company shall file an Automatic such Shelf Registration Statement as may be reasonably requested by Arch or as otherwise required, until such time as all Registrable Securities that covers could be sold in such Shelf Registration Statement have been sold or are no longer outstanding. At any time that a Shelf Registration Statement covering Registrable Securities. The Securities is effective, Arch may deliver a notice to the Company agrees (a “Take−Down Notice”) stating that it intends to use effect an underwritten offering of all or part of its reasonable best efforts to keep Registrable Securities included by it on the Shelf Registration Statement (or a successor Registration Statement filed with respect “Shelf Underwritten Offering”); provided that Arch may deliver a maximum of three such Take-Down Notices. Upon the Company’s receipt of a Take-Down Notice, the Company shall promptly deliver such Take−Down Notice to the Registrable Securities) continuously effective (including by filing a new all other holders included on such Shelf Registration Statement if the initial Shelf Registration Statement expires) in order and permit each holder to permit the Prospectus forming a part thereof to be lawfully delivered and include its Registrable Securities included on the Shelf Registration Statement useable for resale in the Shelf Underwritten Offering if such holder notifies the Company within 5 Business Days after delivery of the Registrable Securities Take−Down Notice to such holder. Arch shall select the investment banking firm or firms to act as the managing underwriter or underwriters in accordance connection with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “a Shelf Effectiveness Period”)Underwritten Offering.

Shelf Registrations. The Subject to the other applicable provisions of this Agreement, the Company shall, at the request of the Warburg Majority Holders, prepare and file within twenty four (24) months after the date hereof a registration statement covering the sale or distribution from time to time by holders of Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the holders of the Warburg Registrable Securities in accordance with any reasonable method of distribution elected by the Warburg Majority Holders) (a “Shelf Registration Statement”) and shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a cause such Shelf Registration StatementStatement to be declared effective as promptly as practicable. At any time On and from time to time on or after following the Closing Datedate that is the 24-month anniversary of the date hereof, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to if a Shelf Registration Statement has been requested by delivering to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticeWarburg Majority Holders, the Company shall file with shall, subject to the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included andother applicable provisions of this Agreement, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be continuously effective and usable until such time as there are no longer any Warburg Registrable Securities. The Company shall, prior to the expiration of any such Shelf Registration Statement, file a new Shelf Registration Statement covering such Warburg Registrable Securities and shall thereafter use its best efforts to cause to be declared effective as promptly as practical, such new Shelf Registration Statement. The Company shall supplement and amend any Shelf Registration Statement if required by the SEC Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To Subject to the extent the Company is a WKSI other applicable provisions of this Agreement, at the any time that any Shelf Registration Statement is effective, if a holder of Warburg Registrable Securities delivers a notice to the Company stating that it intends to effect a sale or distribution of all or part of its Registrable Securities included by it on any Shelf Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be filedincluded in such Shelf Offering, then the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees amend, subject to use its reasonable best efforts to keep the other applicable provisions of this Agreement, or supplement the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) as may be necessary in order to permit the Prospectus forming a part thereof enable such Registrable Securities to be lawfully delivered sold and distributed pursuant to the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, any Holder will have the right at any time and or from time to time on or after to elect to sell pursuant to an offering (including, with respect to the Closing DateInvestors, Buyer shall have an underwritten offering, subject to Section 1(d)(v)) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the right “Shelf Registrable Securities”), which may include Shelf Registrable Securities to request an unlimited number of registrations under be sold by the 1933 Act of all or Holder. If any portion of its Investor desires to sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, such Investor shall deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that such Investor desires to sell pursuant to such underwritten offering (the Company prepare and file with the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice (unless such Shelf Offering Notice relates to an Underwritten Block Trade (as defined below) pursuant to Section 1(d)(ii)), the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To , and once effective, the extent the Company is a WKSI at the time that any Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is to be filedspecified in the request by the Holders, but for no time period longer than the Company shall file an Automatic period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that covers have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Registrable SecuritiesShelf Registration Statement in existence. The Company agrees to Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to keep the prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owners in accordance with the terms of the LLC Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Original Equity Owners may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To , and once effective, the extent the Company is a WKSI at the time that any Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is to be filedspecified in the request by the Holders, but for no time period longer than the Company shall file an Automatic period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that covers have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Registrable SecuritiesShelf Registration Statement in existence. The Company agrees to Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to keep the prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Wayzata Funds and/or the LLC Option Holders in accordance with the terms of the LLC Agreement (or, with respect to the Wayzata Funds or a successor Registration Statement filed any LLC Option Holder, such lower number of Registrable Securities specified in writing by such Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and to cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Wayzata Funds and any of the LLC Option Holders may, in order each case with respect to permit itself, instruct the Prospectus forming a part thereof Corporation in writing not to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Wayzata Fund or such LLC Option Holder. In order for any of the Wayzata Funds or any LLC Option Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The At any time when the Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act is permitted pursuant to the Securities Act to effect a Shelf Registration Statementon Form F-4 (or similar short-form registration that may be available at such time), CMB may request, pursuant to its Demand Registration, that the Company effect the Demand Registration as a Shelf Registration. At any time and from time Notwithstanding anything else in this Agreement, CMB may not require the Company to time on or after the Closing Date, Buyer effect more than one Shelf Registration with respect to CMB’s Registrable Securities. CMB shall have the right to request that the Company cooperate in a shelf takedown at any time, including an unlimited number of registrations under Underwritten Offering, by delivering a written request thereof to the 1933 Act Company (“Shelf Takedown Notice”) stating that CMB intends to effect an offering of all or any portion part of its Registrable Securities pursuant to a included in such Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeTakedown”) requesting ); provided that the Company prepare shall not be required to effect more than two (2) Shelf Takedowns in any consecutive 12-month period. Each Shelf Takedown Notice shall specify the amount and file with type of Registrable Securities to be offered and sold in the SEC a Shelf Registration Statement with respect to resales Takedown and the intended method of some or all of Buyer’s Registrable Securitiesdistribution thereof. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later not more than 60 thirty (30) days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filedthereafter, the Company shall file an Automatic Shelf Registration Statement that covers take all actions reasonably required to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. CMB shall have the right to demand as part of its Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $75,000,000 in the aggregate (or, if less, all of CMB’s Registrable Securities). The Company agrees to use its reasonable best efforts to keep shall, within ten (10) days of the Company’s receipt from CMB of such Shelf Takedown Notice that includes a written demand for an Underwritten Offering, notify, in writing, all other Holders of Registrable Securities included in the Shelf Registration Statement (and such Holder who thereafter wishes to include all or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale portion of the such Holder’s Registrable Securities in accordance with such Underwritten Offering pursuant to a Shelf Takedown (each such Holder, an “Underwritten Shelf Offering Requesting Holder”) shall so notify the intended methods Company, in writing, within five (5) days after the receipt by such Holder of disposition set forth thereinthe notice from the Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, so long as there are any such Holder shall be entitled to have its Registrable Securities outstanding (included in the “Underwritten Offering pursuant to the Shelf Effectiveness Period”)Takedown.

Shelf Registrations. The (i) Subject to the availability of required financial information, as promptly as practicable after the Company shall use its best efforts to remain qualified to register the offer and sale receives written notice of its securities under the 1933 Act pursuant to a request for a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeRequest”) requesting that and the Company prepare and file with expiration of the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Participation Deadline (as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticedefined below), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than three (3) Business Days after receipt of a Shelf Registration Statement covering Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities requested of each Holder with respect to which the Company has received a written request for inclusion therein within two (2) Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be included and, unless declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement shall become automatically and, once effective, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Notwithstanding anything to become or be declared effective by the SEC for all contrary in Section 2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after or any other Holder if such resale does not require a supplement to the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).

Shelf Registrations. The Company shall use its best efforts to remain qualified to register (i) In the offer and sale of its securities under the 1933 Act pursuant to event that a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is effective, the holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number offering (including an underwritten offering) of registrations under the 1933 Act of all or any portion of its Registrable Securities available for sale pursuant to a such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. The holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall make such election by delivering to the Company a written notice request (a “Shelf Registration NoticeOffering Request”) requesting for such offering specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable practicable, but no later than two business days after receiving receipt of a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticeOffering Request, the Company shall file with give written notice (the SEC “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Company, subject to Section 2(f) and Section 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within seven days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within 10 days after the receipt of a Shelf Registration Statement covering all Offering Request, unless a longer period is agreed to by the holders of a majority of the Registrable Securities requested to be included andthat made the Shelf Offering Request), unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause facilitate such Shelf Offering. Each holder agrees that such holder shall treat as confidential the receipt of the Shelf Registration Statement Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to become or be declared effective the public generally, other than as a result of disclosure by the SEC for all holder in breach of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing terms of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)this Agreement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Founder Investors will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities pursuant to a such registration statement (“Shelf Registration Statement by delivering Registrable Securities”). If the Founder Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Founder Investors may deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with Founder Investors desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. (i) After the expiration of the Waiting Period and upon the written request of the holders of a majority of the then-outstanding Registrable Securities (excluding Registrable Securities which already have been included on a Company registration statement), and subject to the availability of required financial information, as promptly as practicable after the Company receives such a written request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its best commercially reasonable efforts to remain qualified cause any Shelf Registration Statement to register the offer and sale of its securities be declared effective under the 1933 Securities Act pursuant to a no later than 90 days after the initial filing of such Shelf Registration Statement. At any time , and from time to time on or after once effective, the Closing Date, Buyer Company shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by delivering such Shelf Registration have been sold pursuant to the Company a written notice Shelf Registration, and (a “C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Notice”) requesting that in existence. Without limiting the generality of the foregoing, unless Riverstone instructs the Company otherwise in writing, prior to the 12-month anniversary of the closing of the IPO, the Company shall use its commercially reasonable efforts to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s the outstanding Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but Securities held by or issuable to Riverstone in no event more than 30 days following receipt of such notice, the Company shall file accordance with the SEC a Shelf Registration Statement covering all terms of the Exchange Agreement (or such other number of Registrable Securities requested specified in writing by Riverstone) to be included and, unless enable such Shelf Registration Statement shall become automatically effective, to be filed with the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby and Exchange Commission as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale 12-month anniversary of the Registrable Securities in accordance with closing of the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)IPO.

Shelf Registrations. The In the event that the Company shall use its best efforts to remain qualified to register the offer and sale of its securities files a shelf registration statement under Rule 415 under the 1933 Securities Act pursuant to a Demand Registration Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement. At ”), the Majority Onex Shareholders or the holders of a majority of the Registrable Securities registered on such Shelf Registration Statement shall have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement such registration statement by delivering to the Company a written notice request (a “Shelf Registration Underwriting Request”; the holders delivering such written request are the “Initiating Holders”) for such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company, subject to Sections 1(f) and 1(h), shall give written notice (the “Shelf Underwriting Notice”) requesting that of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in such Shelf Underwriting (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities registered on such Shelf Registration Statement of any other holder which shall have made a written request to the Company prepare for inclusion in such Shelf Underwriting (which request shall specify the maximum number of such Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Underwriting Request), use it reasonable best efforts to facilitate such Shelf Underwriting. The Company shall, at the request of the Majority Onex Shareholders or the Initiating Holders, file with any prospectus supplement or, if the SEC applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Majority Onex Shareholders or the Initiating Holders to effect such Shelf Underwriting. Once a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticehas been declared effective, the Company shall file with Majority Onex Shareholders and the SEC holders of a Shelf Registration Statement covering all majority of the Registrable Securities requested to be included and, unless registered on such Shelf Registration Statement shall become automatically effectivemay each request, and the Company shall use its reasonable best efforts be required to cause the facilitate, an unlimited number of Shelf Registration Statement Underwritings with respect to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed including, with respect to the Majority Onex Shareholders, Underwritten Block Trades pursuant to Section 1(f)); provided that the aggregate anticipated offering proceeds in any Shelf Underwriting (including, with respect to the Majority Onex Shareholders, Underwritten Block Trades pursuant to Section 1(f)) exceeds $50 million (unless the Demanding Shareholders request registration of all of their Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).

Shelf Registrations. The (i) Subject to the availability of required financial information, as promptly as practicable after the Company shall use its best efforts to remain qualified to register the offer and sale receives written notice of its securities under the 1933 Act pursuant to a request for a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice Holder (a “Shelf Registration NoticeRequest”) requesting that and the Company prepare and file with expiration of the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Participation Deadline (as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticedefined below), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Statement covering Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Section 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities requested of each Holder with respect to be included and, unless such which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Statement shall become automatically effectiveNotice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause the any Shelf Registration Statement filed in accordance with this Section 2(c)(i) to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filedand, once effective, the Company shall file an Automatic cause such Shelf Registration Statement that covers to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities. The Company agrees Securities covered by such Shelf Registration Statement have been sold pursuant to use its reasonable best efforts to keep the Shelf Registration Statement and (or a successor Registration Statement filed with respect to B) the date as of which there are no longer any Registrable Securities) continuously effective (including Securities covered by filing a new such Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)existence.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act If one or more demands made pursuant to Section 2(a) hereof are for a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities demands are made pursuant to a Section 2(i) hereof, the period for which the Shelf Registration Statement by delivering to in connection with the Company a written notice (a “first Shelf Registration Notice”requested pursuant to Section 2(a) requesting that or 2(i) must remain effective need not extend beyond one (1) year from the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless date on which such Shelf Registration Statement shall become automatically effectiveinitially was declared effective by the Commission and the period for which any subsequent Shelf Registration Statement in connection with the subsequent Shelf Registration requested pursuant to Section 2(a) or 2(i) must remain effective need not extend beyond nine (9) months from the date on which such Shelf Registration Statement initially was declared effective by the Commission (plus, in each case, a number of Business Days equal to the Company shall use its reasonable best efforts to cause number of Business Days, if any, that the Shelf Registration Statement is not kept effective (including any days for which the use of the prospectus is suspended pursuant to become Section 8(b)) after the initial date of its effectiveness and prior to such first-year or be declared effective nine-month, as the case may be, anniversary thereof). The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the SEC rules, regulations or instructions applicable to the registration form used by the Company for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statementor by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Holders whose Registrable Common Stock is included in such Shelf Registration Statement copies of any such supplement or amendment promptly after its being issued or filed with the Commission. To Notwithstanding any other provision in this Agreement, a Holder shall only request a Shelf Registration, and the extent Company shall only effect a Shelf Registration, if the Company is a WKSI at the time that any Shelf Registration Statement is eligible to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement on Form S-3 (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”form).

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Partnership receives written notice of a request for a Shelf Registration, the Partnership shall file with the SEC a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company Partnership shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At cause any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to be declared effective under the Company a written notice (a “Securities Act as soon as practicable after filing, and once effective, the Partnership shall cause such Shelf Registration Notice”Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) requesting that the Company third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold under the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, the Partnership shall use its reasonable best efforts to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby held by or issuable to NextEra or its Affiliates in accordance with the terms of the Exchange Agreement (or such other number of Registrable Securities specified in writing by NextEra) to enable such Shelf Registration Statement to be filed with the SEC as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale expiration of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Purchase Price Adjustment Period”).

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the holders of a majority of the Sponsor Investor Registrable Securities will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If the holders of a Shelf Registration Statement by delivering majority of the Sponsor Investor Registrable Securities desire to sell Registrable Securities pursuant to an underwritten offering, then the holders of a majority of the Sponsor Investor Registrable Securities may deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with Sponsor Investors desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The (a) Subject to compliance with all applicable laws and the rules and regulations and interpretations of the Commission and the rules and regulations of any applicable self-regulatory organization, the Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC Commission, as soon as practicable but in any event by the Filing Deadline Date, a Shelf Registration Statement with respect for an offering to resales be made on a delayed or continuous basis pursuant to Rule 415 under the Act, registering the resale from time to time by Investor thereof of some or all of Buyer’s the Registrable Securities. As promptly as practicable after receiving a Securities held by the Investor (an “Initial Shelf Registration NoticeStatement”); provided, but in no event more than 30 days following receipt of such noticehowever, that if an Initial Shelf Registration Statement is a WKSI Shelf Registration Statement, the Company shall prepare and file or cause to be prepared and file with the SEC a Commission such WKSI Shelf Registration Statement covering all Registrable Securities requested by the Effectiveness Deadline Date (as defined below). Notwithstanding the foregoing, if the Filing Deadline Date occurs at any time when audited financial statements of the Company for the preceding fiscal year are required to be included andor incorporated by reference in the Initial Shelf Registration Statement but such financial statements are not yet available, unless the Filing Deadline Date shall be extended until the earlier of (i) forty-five (45) days from the date the Filing Deadline Date would otherwise have occurred or (ii) the date on which the Company’s annual report with respect to such fiscal year is due to be filed with the Commission. Subject to applicable law, and the rules, regulations and interpretations of the Commission, an Initial Shelf Registration Statement shall become automatically effectivebe on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Investor in accordance with the methods of distribution as set forth in such Initial Shelf Registration Statement. If an Initial Shelf Registration Statement is not a WKSI Shelf Registration Statement, the Company shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to become or be declared effective under the Act as promptly as is practicable but in any event by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 date (an “Effectiveness Deadline Date”) that is seventy-five (75) days after the filing of such Shelf Registration StatementFiling Deadline Date. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filedExcept as otherwise provided herein, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its commercially reasonable best efforts to keep the any Initial Shelf Registration Statement (or a successor any Subsequent Shelf Registration Statement filed with respect to the Registrable SecuritiesStatement) continuously effective (including by filing a new under the Act until the expiration of the applicable Effectiveness Period. Subject to the applicable rules and interpretations of the Commission, at the time an Initial Shelf Registration Statement if the initial is declared effective, Investor shall be named as a selling securityholder in such Initial Shelf Registration Statement expires) and the related Prospectus in order such a manner as to permit the Investor to deliver such Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale purchasers of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)applicable law.

Shelf Registrations. The (i) Subject to the availability of required financial information, as promptly as practicable after the Company shall use its best efforts to remain qualified to register the offer and sale receives written notice of its securities under the 1933 Act pursuant to a request for a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeRequest”) requesting that and the Company prepare and file with expiration of the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Participation Deadline (as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticedefined below), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Statement covering Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities requested of each Holder with respect to be included and, unless such which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Statement shall become automatically effectiveNotice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filedand, once effective, the Company shall file an Automatic cause such Shelf Registration Statement that covers to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities. The Company agrees Securities covered by such Shelf Registration Statement have been sold pursuant to use its reasonable best efforts to keep the Shelf Registration Statement and (or a successor Registration Statement filed with respect to B) the date as of which there are no longer any Registrable Securities) continuously effective (including Securities covered by filing a new such Shelf Registration Statement if in existence. Notwithstanding anything to the initial contrary in Section 2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement expires) in order to permit the Prospectus forming may make a part thereof to be lawfully delivered and the secondary resale under such Shelf Registration Statement useable for resale without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, any Investor will have the right at any time and or from time to time on or after to elect to sell pursuant to an offering (including an underwritten offering, provided that the Closing Dateaggregate anticipated offering price, Buyer shall have net of any underwriting discounts and commissions, of each such underwritten offering is at least $25,000,000, subject to Section 1(d)(v)) Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the right “Shelf Registrable Securities”), which may include Shelf Registrable Securities to request an unlimited number of registrations under be sold by the 1933 Act of all or Investor. If any portion of its Investor desires to sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, such Investor shall deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that such Investor desires to sell pursuant to such underwritten offering (the Company prepare and file with the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as soon as reasonably practicable (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Investors will have the right at any time and or from time to time on or after the Closing Dateto elect to sell, Buyer shall have the right pursuant to request an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). An Investor may elect to sell Registrable Securities pursuant to a Shelf Registration Statement an underwritten offering by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holder desires to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 five (5) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) business days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as promptly as reasonably practicable (and in any event within thirty (30) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep facilitate such Shelf Offering. Delivery of a Shelf Offering Notice by an Investor shall count as the request by such Investor of one (1) Demand Registration unless the Shelf Registration Statement (or a successor Registration Statement filed with respect Offering Notice is revoked by the Investor prior to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and completion of the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”Offering pursuant to Section 1(i).

Shelf Registrations. (a) Buyer shall prepare and file with the Commission, as soon as practicable but in any event no later than forty-five (45) days following the date hereof (the "Filing Date"), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (or any successor rule or similar provision then in effect) (a "Shelf Registration") registering the resale from time to time by the Stockholders thereof of all of the Registrable Shares (the "Initial Shelf Registration"). The Company Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Shares for resale by the Stockholders. Buyer shall use its best efforts to remain qualified cause the Initial Shelf Registration to register the offer and sale of its securities be declared effective under the 1933 Securities Act pursuant to a as soon as practicable (and shall promptly notify in writing the Stockholders once the Initial Shelf Registration Statement. At any time has been declared effective) and from time to time on or after keep the Closing Date, Buyer shall have the right to request an unlimited number of registrations Initial Shelf Registration continuously effective under the 1933 Securities Act until the earlier of the: (i) expiration of the Effectiveness Period; (ii) second anniversary (plus any Blackout Period, as defined below) from the date the Initial Shelf Registration covering all of the Registrable Shares has been declared effective under the Securities Act; (iii) date all of the Registrable Shares part of the Initial Shelf Registration are sold; or (iv) date a Subsequent Shelf Registration (as defined below) covering all of the Registrable Shares has been declared effective under the Securities Act. Any holder of Registrable Shares shall be permitted to withdraw all or any portion part of its the Registrable Securities pursuant to Shares from a Shelf Registration Statement by delivering at any time prior to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing date of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering (i) Subject to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales availability of some or all of Buyer’s Registrable Securities. As required financial information, as promptly as practicable after receiving the Company receives written notice of a request for a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticeRegistration, the Company shall file with the SEC a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its best efforts to cause any Shelf Registration Statement covering all Registrable Securities requested to be included anddeclared effective under the Securities Act as soon as practicable after filing, unless and once effective, the Company shall cause such Shelf Registration Statement shall become automatically effectiveto remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless Holdings instructs the Company otherwise in writing, prior to expiration of the Holdback Period, the Company shall use its reasonable best efforts to cause the prepare a Shelf Registration Statement with respect to become or be declared effective by the SEC for all of the Registrable Securities covered thereby held by Holdings (or such other number of Registrable Securities specified in writing by Holdings) to enable such Shelf Registration Statement to be filed with the SEC as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale expiration of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Holdback Period”).

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as reasonably practicable, but in no event later than forty-five (45) calendar days following the date of the closing of the Merger (the “Anticipated Filing Date”), the Company shall use its reasonable best efforts to file with the Securities and Exchange Commission a registration statement under the Securities Act to permit the public resale of all of the Registerable Securities held by all Holders (and certain other equity securities of the Company) from time to time as permitted by Rule 415 under the Securities Act (a “Shelf Registration Statement”). The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder; provided, however, that the Company shall not include in such Shelf Registration Statement the Registrable Securities of a Holder if (i) such Holder has provided notice to the Company, no later than 15 calendar days after the closing of the Merger, that such Holder’s Registrable Securities shall not be included in such Shelf Registration Statement or (ii) the Company has not received such information reasonably necessary about the Holder to include such Holder’s Registrable Securities in such Shelf Registration Statement, or has not received executed copies of documents reasonably requested by the Company in connection with such Shelf Registration Statement, at least 10 calendar days before the Anticipated Filing Date (the “Shelf Registration Participation Deadline”). For the avoidance of doubt, the inclusion of a Holder’s Registerable Securities in the Shelf Registration Statement and the effectiveness of such Shelf Registration shall not relieve any Holder of its obligations to comply with the restrictions contained in the Lock-Up Agreement, whether or not such Shelf Registration Statement is declared effective prior to the expiration of the Lock-Up Term (as defined in the Lock-Up Agreement). The Company shall use its reasonable best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At cause any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to be declared effective under the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Securities Act as soon as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt the initial filing of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically and, once effective, the Company shall use its reasonable best efforts to cause the such Shelf Registration Statement to become remain continuously effective, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence, and (C) the date on which all Registrable Securities are eligible to be sold in accordance with Rule 144 without regard to volume or be declared effective by manner of sale restrictions. Notwithstanding anything to the SEC for all contrary in Section 2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after or any other Holder if such resale does not require an amendment or a supplement to the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Majority Holders will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The Majority Holders may elect to sell Registrable Securities pursuant to a Shelf Registration Statement an underwritten offering by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To , and once effective, the extent the Company is a WKSI at the time that any Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is to be filedspecified in the request by the Holders, but for no time period longer than the Company shall file an Automatic period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that covers have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Registrable SecuritiesShelf Registration Statement in existence. The Company agrees to Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to keep the prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Lock-Up Period (as defined below) and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Original Equity Owner Parties may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Majority Holders will have the right at any time and or from time to time on or after to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). If the Closing Date, Buyer shall have the right Majority Holders desire to request an unlimited number of registrations under the 1933 Act of all or any portion of its sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, they shall deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder if Registrable Securities) within three (3) Business Days after the receipt of the Shelf Offering Notice. The Company will, as expeditiously as possible (and in any event within 20 days after the filing receipt of such a Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is Offering Notice), but subject to be filedSection 1(e), the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the holders of a majority of the Summit Investor Registrable Securities will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Summit Investor Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The holders of a Shelf Registration Statement majority of the Summit Investor Registrable Securities may make such election by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) business days after receipt of a Shelf Offering Notice, the filing Company will give written notice of such Shelf Offering Notice to all other holders of Registrable Securities, who will be identified as selling stockholders in such Shelf Registration Statement. To the extent The Company, subject to Section 1E and Section 8, will include in such Shelf Offering all Shelf Registrable Securities and Other Registrable Securities available for sale pursuant to such registration statement with respect to which the Company is a WKSI at has received written requests for inclusion (which request will specify the time that any maximum number of Shelf Registration Statement is Registrable Securities and such Other Registrable Securities intended to be filed, disposed of by such holder) within seven (7) days after the Company shall file an Automatic receipt of the Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1E, use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the VEP Stockholders that are Shelf Participants will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities elect to sell pursuant to a an offering (including an underwritten offering) Registrable Shares available for sale pursuant to such registration statement (“Shelf Registration Statement Registrable Shares”). The Majority VEP Stockholders that are Shelf Participants may make such election by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Shares that the Company prepare and file with holders desire to sell pursuant to such offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Stockholders of Shelf Registrable Shares that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Shares with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Stockholder) within seven days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Subject to the availability of required financial information, as promptly as practicable after the Company shall use its best efforts to remain qualified to register the offer and sale receives written notice of its securities under the 1933 Act pursuant to a request for a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice Holder (a “Shelf Registration NoticeRequest”) requesting that and the Company prepare and file with expiration of the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Participation Deadline (as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticedefined below), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Statement covering Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Section 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities requested of each Holder with respect to be included and, unless such which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Statement shall become automatically effectiveNotice was delivered (such deadline, the “Shelf Registration Participation Deadline”). The Company shall use its reasonable best efforts to cause the any Shelf Registration Statement filed in accordance with this Section 2(c)(i) to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filedand, once effective, the Company shall file an Automatic cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Notwithstanding the rights of each Holder under Section 2(c)(i), subject to the availability of required financial information, as promptly as practicable after the Company becomes eligible to file a Shelf Registration Statement on Form S-3 the Company shall file with the Securities and Exchange Commission a Shelf Registration Statement on Form S-3 that covers includes in such Shelf Registration Statement (and in all related registrations and qualifications under state blue sky laws) all Registrable SecuritiesSecurities held by each Holder. No later than five Business Days prior to the initial filing of the Shelf Registration Statement pursuant to this Section 2(c)(ii), the Company shall give written notice of such filing to each Holder (the “Shelf Registration Filing Notice”). Within two Business Days after the receipt of the Shelf Registration Filing Notice each holder shall send the Company a written notice specifying the number of Registrable Securities then held by each Holder or, at the option of such Holder, a lesser number of Registrable Securities to be included in such Shelf Registration Statement, as well as any additional information requested by the Company pursuant to Section 5(c). The Company agrees to shall use its reasonable best efforts to keep cause any Shelf Registration Statement filed in accordance with this Section 2(c)(ii) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (or a successor Registration Statement filed with respect to B) the date as of which there are no longer any Registrable Securities) continuously effective (including Securities covered by filing a new such Shelf Registration Statement if in existence. In the initial event that a Shelf Registration Statement expires) in order is effective, Holders representing Registrable Securities with a market value of at least $15 million (or such lesser amount if all Registrable Securities available for sale pursuant to permit the Prospectus forming such registration statement held by a part thereof Holder are requested to be lawfully delivered included) shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement useable remains effective, and the Company shall pay all Registration Expenses in connection therewith. The applicable Holders shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for resale such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Company shall, as expeditiously as possible (and in any event within 10 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders of the Registrable Securities in accordance with that made the intended methods Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. The Company shall, at the request of disposition set forth therein, so long as there are any Holder of the Registrable Securities outstanding (covered by a Shelf Registration Statement, file any prospectus supplement or, if the “applicable Shelf Effectiveness Period”)Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holders to effect such Shelf Offering.

Shelf Registrations. The Company will use its best efforts to file, no later than three business days after Closing, a shelf registration statement ("SHELF REGISTRATION STATEMENT NO.1") on Form S-3 covering 50% of the shares of Common Stock issued to the Shareholders at the Effective Time by the Company as a result of the Merger together with all of the Common Stock issued to certain Shareholders in exchange for the Loans pursuant to Section 2.6 of the Acquisition Agreement and thereafter shall use its best efforts to remain qualified cause Shelf Registration Statement No. 1 to register be declared effective as soon as practicable following such filing and to maintain such effectiveness for a period of 2 years from the offer date it is declared effective by the Commission. The Company will use its best efforts to file, no later than 150 days after Closing, a shelf registration statement ("SHELF REGISTRATION STATEMENT NO.2") on Form S-3 covering 30% of the shares of Common Stock issued to the Shareholders at the Effective Time by the Company as a result of the Merger and thereafter shall use its best efforts to cause Shelf Registration Statement No. 2 to be declared effective as soon as practicable following such filing and to maintain such effectiveness for a period of 2 years from the date it is declared effective by the Commission. The Company will use its best efforts to file, no later than 270 days after Closing, a shelf registration statement ("SHELF REGISTRATION STATEMENT NO.3", along with Shelf Registration Statement No.1 and Shelf Registration Statement No. 2, the "SHELF REGISTRATION STATEMENTS") on Form S-3 covering the remaining 20% of the shares of Common Stock issued to the Shareholders at the Effective Time by the Company as a result of the Merger (including any Escrowed Consideration) and thereafter shall use its best efforts to cause Shelf Registration Statement No. 3 to be declared effective as soon as practicable following such filing and to maintain such effectiveness for a period of 2 years from the date it is declared effective by the Commission. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to prohibit the sale of Common Stock by the Party Shareholders pursuant to each Shelf Registration Statement, during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company initiated registration in which the Company is selling securities on its own behalf, or such longer post-effective periods as may be reasonably required by the underwriter or underwriters if such offering is underwritten. In connection with each Registration Statement, the Company will use its best efforts to effect, and to maintain the effectiveness of, such other registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities under or "blue sky" laws and compliance with any other applicable governmental requirements or regulations), if any, as any selling Shareholder may reasonably request and that would permit or facilitate the sale of shares subject to such Shelf Registration Statement (provided however that the Company shall not be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), in each case so that all other such registrations, qualifications and compliances will be effective for as much of the same period as the Shelf Registration Statement as is reasonably practicable. The Company will from time to time amend or supplement each Shelf Registration Statement and the prospectuses contained therein as and to the extent necessary to comply with the 1933 Act, the Exchange Act and any applicable state securities statute or regulation, subject to the following limitations and qualifications. Subject to the provisions of this Section 1, when a Shareholder is entitled to sell shares pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file shall, within two (2) trading days following a request from such Shareholder, furnish to such Shareholder a reasonable number of copies of the prospectus in conformity with the SEC requirements of the 1933 Act, and such other documents as such Shareholder may reasonably request, and any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a Shelf Registration Statement covering all Registrable Securities requested material fact or omit to state a material fact required to be included and, unless such Shelf Registration Statement shall become automatically effective, stated therein or necessary to make the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become statements therein not misleading or be declared effective by the SEC for all incomplete in light of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)circumstances then existing.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time following the IPO, the Required Holders may request in writing that the Company effect the registration described in Section 1(a) on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all Form F-3 or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice successor form thereto (or, if applicable, Form S-3 or any successor form thereto) (a “Shelf Registration NoticeStatement”) requesting (provided that the Company prepare and file with the SEC a Shelf Registration Statement with respect is eligible to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of use such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested form) for an offering to be included and, unless such Shelf Registration Statement shall become automatically effective, made on a continuous basis pursuant to Rule 415 under the Company shall Securities Act and to use its reasonable best efforts to cause the Shelf Registration Statement such registration statement to become or be declared effective by and to maintain the SEC for all effectiveness of the such shelf registration statement with respect to such Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing Company of such Holders participating in the registration for the period provided in Section 1(g) hereof (a “Shelf Registration StatementDemand Registration”). To the extent the Company is a WKSI well-known seasoned issuer (a “WKSI”) (as defined in Rule 405 under the Securities Act) at the time that any Required Holders make a Shelf Registration Statement is to be filedDemand Registration, the Company shall file an Automatic a Shelf Registration Statement that covers such Registrable Securitiesunder procedures applicable to WKSIs. The Company agrees shall not be obligated to file more than one Shelf Demand Registration in any twelve-month period. If (x) a Shelf Registration Statement filed pursuant to Section 1(c) includes securities to be issued by the Company and (y) immediately prior to the third anniversary of the initial effective date of such Shelf Registration Statement, any Registrable Securities remain unsold under such Shelf Registration Statement, the Company will, prior to such third anniversary, file a new Shelf Registration Statement relating to such unsold Registrable Securities and will use its reasonable best efforts to keep the cause such Shelf Registration Statement (to be declared effective within 180 days after such third anniversary, and will take all other action necessary or a successor appropriate to permit the public offering and sale of the remaining Registrable Securities to continue as contemplated in the expired Shelf Registration Statement filed with respect to the Registrable Securities) continuously effective (including by Statement, provided that such filing of a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order will be limited to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)one time.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the holders of a majority of the Summit Investor Registrable Securities will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Summit Investor Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). The holders of a Shelf Registration Statement majority of the Summit Investor Registrable Securities may make such election by delivering to the Company Holdings a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) business days after the filing receipt of a Shelf Offering Notice, Holdings will give written notice of such Shelf Offering Notice to all other holders of Registrable Securities, who will be identified as selling stockholders in such Shelf Registration Statement. To Holdings, subject to Section 1E and Section 8, will include in such Shelf Offering all Shelf Registrable Securities and Other Registrable Securities available for sale pursuant to such registration statement with respect to which Holdings has received written requests for inclusion (which request will specify the extent the Company is a WKSI at the time that any maximum number of Shelf Registration Statement is Registrable Securities and such Other Registrable Securities intended to be fileddisposed of by such holder) within seven (7) days after the receipt of the Shelf Offering Notice. Holdings will, as expeditiously as possible (and in any event within twenty (20) days after the Company shall file an Automatic receipt of a Shelf Registration Statement that covers such Registrable Securities. The Company agrees Offering Notice), but subject to Section 1E, use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering (i) Subject to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales availability of some or all of Buyer’s Registrable Securities. As required financial information, as promptly as practicable after receiving the Company receives written notice of a request for a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticeRegistration, the Company shall file with the SEC a registration statement on Form F-3 under the Securities Act (or other appropriate short-form registration statement then permitted by the SEC’s rules and regulations) for the Shelf Registration, which shall be an Automatic Shelf Registration Statement covering if the Company is then eligible to use such registration statement (a “Shelf Registration Statement”). Notwithstanding and without prejudice to or limiting the foregoing, the Company shall use its best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities requested owned by or issuable to the Holders requesting their Registrable Securities to be included andin such Shelf Registration and to file, unless or enable and cause such Shelf Registration Statement shall become automatically effectiveto be filed, with the SEC as soon as practicable (and in any event, no later than thirty days) following the date on which the Company becomes eligible to file a Shelf Registration Statement for a Short-Form Registration. The Company shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, and once effective, the Company shall file an Automatic cause such Shelf Registration Statement to remain continuously effective under the Securities Act (including, if necessary, by filing with the SEC a post- effective amendment or a supplement to such registration statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending such registration statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration statement or by the Securities Act, any state securities or blue sky laws, or any other rules and regulations thereunder) until such time that covers all Registrable Securities covered by such registration statement cease to be Registrable Securities. The In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company agrees may require such Holder to use its reasonable best efforts deliver all information about such Holder that is required to keep the be included in such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with applicable law, including pursuant to Item 507 of Regulation S-K promulgated under the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Act.

Shelf Registrations. (i) Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At cause any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to be declared effective under the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Securities Act as soon as practicable after receiving a Shelf Registration Noticefiling, but in no event more than 30 days following receipt of such noticeand once effective, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless cause such Shelf Registration Statement shall become automatically effectiveto remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold pursuant to the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, unless NRG instructs the Company otherwise in writing, prior to expiration of the Follow-On Holdback Period, the Company shall use its reasonable best efforts to cause the prepare a Shelf Registration Statement with respect to become or be declared effective by the SEC for all of the Registrable Securities covered thereby held by or issuable to NRG in accordance with the terms of the Exchange Agreement (or such other number of Registrable Securities specified in writing by NRG) to enable such Shelf Registration Statement to be filed with the Securities and Exchange Commission as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale expiration of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Follow-On Holdback Period”).

Shelf Registrations. The Company shall use its best efforts (i) Subject to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At limitations set forth herein, at any time on or after the closing of the Rights Offering and from time to time on or after thereafter, for so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the Closing Date, Buyer shall Investors will have the right at any time or from time to request time to elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an Underwritten Public Offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). An Investor may elect to sell Registrable Securities pursuant to a Shelf Registration Statement an Underwritten Public Offering by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such Underwritten Public Offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 three (3) business days after receipt of a Shelf Offering Notice, the filing Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement or are otherwise permitted to sell in such Shelf Offering if the names of selling stockholders have been omitted from the Shelf Registration Statement. To the extent The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at has received written requests for inclusion (which request will specify the time that any maximum number of Shelf Registration Statement is Registrable Securities intended to be filed, disposed of by such Holder) within seven (7) days after the Company shall file an Automatic receipt of the Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement. To , and once effective, the extent the Company is a WKSI at the time that any Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is to be filedspecified in the request by the Holders, but for no time period longer than the Company shall file an Automatic period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement that covers have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Registrable SecuritiesShelf Registration Statement in existence. The Company agrees to Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to keep the prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Equity Owner Parties in accordance with the terms of the LLC Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Lock-Up Period (as defined US-DOCS\113842189.9 below) and (ii) the Corporation becoming eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Original Equity Owner Parties may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a Majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register In the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to event that (i) the Company a written notice (a “Shelf Registration Notice”) requesting determines ------------------- that the Company prepare and file with the SEC a Shelf Exchange Offer Registration Statement with respect to resales of some provided in Section 2(a) above is not available or all of Buyer’s Registrable Securities. As promptly may not be consummated as soon as practicable after receiving a Shelf Registration Noticethe last Exchange Date, but in no event more than 30 (ii) the Exchange Offer is not for any other reason consummated by February 26, 1998 or (iii) the Exchange Offer has been completed, and within 60 days following receipt the consummation of such noticethe Exchange Offer, a Holder notifies the Company shall file with that in the SEC opinion of Special Counsel a Shelf Registration Statement covering all must be filed and a Prospectus must be delivered by it because (x) such Registrable Securities requested Notes represent an unsold allotment of the Registrable Notes purchased by the Purchaser from the Company, (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to be included andparticipate in the Exchange Offer, unless such Shelf Registration Statement shall become automatically effectivethe Company has previously done so, the Company shall use its commercially reasonable best efforts to cause to be filed as soon as practicable after such determination, date or notice of such Special Counsel's opinion is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and to become or be have such Shelf Registration Statement declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesCommission. The Company agrees to shall use its commercially reasonable best efforts to keep the Shelf Registration Statement (continuously effective for a period of three years from the Closing Date or a successor such shorter period which will terminate when all the Registrable Notes covered by the Shelf Registration Statement filed with respect have been sold pursuant to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement. The Company shall also supplement or amend such Shelf Registration Statement if required by the initial rules, regulations or instructions applicable to the registration form used by the Company or if required 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, and to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement expires) in order to permit become usable as soon as thereafter practicable. The Company agrees to furnish to the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale Holders of the Registrable Securities in accordance Notes copies of any such supplement or amendment promptly after its being used or filed with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Commission.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Majority Holders will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities pursuant to a such registration statement (“Shelf Registration Statement by delivering Registrable Securities”). If the Majority Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Majority Holders may deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with Majority Holders desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The (i) Subject to the availability of required financial information, as promptly as practicable after the Company shall use its best efforts receives written notice of a request that a registration be made pursuant to remain qualified to register the offer and sale of its securities Rule 415 under the 1933 Securities Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeRegistration”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration to be registered on Form S-3 (or any successor form), and the Company shall use its reasonable best efforts to remain eligible to use Form S-3 (including, if applicable, an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”)). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement covering all Registrable Securities requested to be included anddeclared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, unless and once effective, the Company shall cause such Shelf Registration Statement shall become automatically to remain continuously effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders, for no time period longer than the period ending on the earliest of (A) the tenth anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to cause the prepare a Shelf Registration Statement with respect to become or be declared effective by the SEC for all of the Registrable Securities covered thereby owned by or issuable to the Up-C Unit Holders in accordance with the terms of the Exchange Agreement to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission within 30 days following the consummation of the transactions contemplated by the Merger Agreement; provided that any of the Up-C Unit Holders may, with respect to itself, instruct the Company in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Up-C Unit Holder. In order for any of the Up-C Unit Holders to be named as soon as practicable thereafter, but a selling securityholder in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent , the Company may require such Holder to deliver all information about such Holder that is a WKSI at the time that any required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(c)(ii), any Holder that is to be filed, the Company shall file an Automatic named as a selling securityholder in such Shelf Registration Statement that covers may make a secondary resale under such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or without the consent of the Holders representing a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The In the event that (i) the Company shall use its best efforts to remain qualified to register determines that the offer and sale of its securities under the 1933 Act pursuant to a Shelf Exchange Offer Registration Statement. At any time and from time to time on provided in Section 2(a) above is not available or may not be consummated as soon as reasonably practicable after the Closing last Exchange Date, Buyer shall have (ii) the right to request an unlimited number Exchange Offer is not for any other reason consummated by April 1, 1997 or (iii) the Exchange Offer has been completed, and within 60 days following the consummation of registrations under the 1933 Act Exchange Offer, a Holder notifies the Company that in the opinion of all or any portion of its Registrable Securities pursuant to Special Counsel a Shelf Registration Statement must be filed and a Prospectus must be delivered by delivering it because (x) such Registrable Notes represent an unsold allotment of the Registrable Notes purchased by the Purchasers from the Company, (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to participate in the Exchange Offer, unless the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effectivehas previously done so, the Company shall use its reasonable best efforts to cause to be filed as soon as reasonably practicable after such determination, date or notice of such Special Counsel's opinion is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and to become or be have such Shelf Registration Statement declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesCommission. The Company agrees to shall use its reasonable best efforts to keep the Shelf Registration Statement (continuously effective for a period of three years from the Closing Date or a successor such shorter period which will terminate when all the Registrable Notes covered by the Shelf Registration Statement filed with respect have been sold pursuant to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement. The Company shall also supplement or amend such Shelf Registration Statement if required by the initial rules, regulations or instructions applicable to the registration form used by the Company or if required 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, and to use reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement expires) in order to permit become usable as soon as thereafter reasonably practicable. The Company agrees to furnish to the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale Holders of the Registrable Securities in accordance Notes copies of any such supplement or amendment promptly after its being used or filed with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Commission.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, each of (i) the holders of a majority of the Sponsor Investor Registrable Securities at any time and from time to time on or after and (ii) the Closing Date, Buyer shall holders of a majority of the Solon Group Registrable Securities at any time and from time to time following the first anniversary of the closing of the initial Public Offering will have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If either of the holders of a Shelf Registration Statement by delivering majority of the Sponsor Investor Registrable Securities or the holders of a majority of the Solon Group Registrable Securities desires to sell Registrable Securities pursuant to an underwritten offering, then each of the holders of a majority of the Sponsor Investor Registrable Securities and the holders of a majority of the Solon Group Registrable Securities may deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with Sponsor Investors or the SEC a Solon Group desires to sell pursuant to such underwritten offering (the “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Sections 1(e) and 1(g) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Sections 1(e) and 1(g), use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company 2.1. Subject to Section 2.3 and 2.4, if one or more Holders (each, a "Required Holder") of at least 1,257,156 shares or Units (or any combination thereof) of Registrable Securities (subject to adjustment in the event the exchange ratios of the Original Securities are adjusted pursuant to their terms) shall use its best efforts make a written request to remain qualified the Trust and the Corporation to register file with the Commission a Shelf Registration Statement relating to the offer and sale of its securities the Registrable Securities held by the Required Holder or Required Holders, the Trust and the Corporation shall, within 60 calendar days following the date on which such request is received, so file such Shelf Registration Statement and, thereafter, shall use all reasonable efforts to cause such Shelf Registration Statement to be declared effective under the 1933 Securities Act pursuant to a within 60 calendar days after the date of filing of such Shelf Registration Statement. At any time Within seven calendar days after receiving the request from such Required Holder or Required Holders, the Trust and from time the Corporation will send written notice to time on or after the Closing Date, Buyer other Holders of such request. Such request shall have specify the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to which it relates and the Company a written notice (a “Shelf Registration Notice”) requesting possible intended methods of disposition thereof and shall state that the Company prepare and file with the SEC a Shelf Registration Statement with respect Required Holder or Required Holders intends to resales of some or distribute publicly all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days within two years after the filing of such Shelf Registration Statement. To The Trust and the extent the Company is a WKSI at the time that any Corporation shall include in such Shelf Registration Statement all or any portion of the Registrable Securities requested by the Required Holders together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Trust and the Corporation within ten Business Days after written notice from the Trust and the Corporation is given above. Prior to be filedfiling the Shelf Registration Statement, the Company Trust and the Corporation will furnish a draft thereof to the Holders and shall not file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (other than reports, proxy statement and other documents filed under the Exchange Act) with the Commission without the prior consent of the Holders, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement, the Trust and the Corporation shall have no obligation under this Section 2 or under Section 3 to any Holder of Registrable Securities to the extent such Holder is restricted under the Transaction Agreement or the Other Agreement (as defined in the Transaction Agreement) from selling or otherwise transferring such Registrable Securities; provided, however, that in the event of any transaction constituting a successor Registration Statement filed with respect to Change of Control (as defined in the Other Agreement) specified in clause (3) of such definition in which the Holders of Registrable Securities receive securities in exchange for the Registrable Securities, the Trust and, the Corporation agree that such transaction will be registered under the Securities Act; provided further that in the event of any Change of Control specified in clause (2) continuously effective of the definition thereof (including by filing or any announced proxy solicitation intended to effect such a new Shelf Registration Statement if the initial Shelf Registration Statement expiresChange of Control) in order to permit the Prospectus forming a part thereof this sentence shall be deemed to be lawfully delivered of no further force and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)effect.

Shelf Registrations. The Company (i) Subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall use its best efforts to remain qualified to register file with the offer Securities and sale of its securities Exchange Commission a registration statement under the 1933 Securities Act pursuant to a for the Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”). The Corporation shall use its reasonable efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) requesting that the Company third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable efforts to prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but owned by or issuable to the Members in no event later than 60 days after accordance with the filing terms of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement Operating Agreement (or a successor Registration Statement filed such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable SecuritiesSecurities owned by or issuable to such Holder) continuously effective (including by filing a new to enable and cause such Shelf Registration Statement if to be filed and maintained with the initial Securities and Exchange Commission as soon as practicable after the Corporation becomes eligible to file a Shelf Registration Statement expires) for a Short-Form Registration; provided that any of the Members may, with respect to itself, instruct the Corporation in order writing not to permit the Prospectus forming a part thereof to be lawfully delivered and the include in such Shelf Registration Statement useable the Registrable Securities owned by or issuable to such Holder. In order for any of the Members to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities in accordance with or any other Holder if such resale does not require a supplement to the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Registration Statement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) covering the resale of Registrable Securities held by a Demand Holder is and remains effective, the Tornante Holders, the Mxxxxxx Holders and the MDP Holders will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities available for sale pursuant to a such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect; provided, that the Company shall not be required to effect an underwritten offering of such Shelf Registrable Securities unless the aggregate offering value of the Registrable Securities requested to be sold thereby is at least $25,000,000. The holders of a majority of the Registrable Securities held by such Demand Holder shall make such election by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with applicable Demand Holders desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Section 1(g) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(g), use its reasonable best efforts to keep facilitate such Shelf Offering. Each Holder agrees that such holder shall treat as confidential the receipt of the Shelf Registration Statement (Offering Notice and shall not disclose or a successor Registration Statement filed with respect use the information contained in such Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the Registrable Securities) continuously effective (including public generally, other than as a result of disclosure by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) holder in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale breach of the Registrable Securities in accordance with the intended methods terms of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)this Agreement.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering (a) Subject to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales availability of some or all of Buyer’s Registrable Securities. As financial information required by applicable securities laws, as promptly as practicable after receiving the Company receives written notice of a request for a Shelf Registration NoticeRegistration, but in no any event more than 30 within sixty (60) days following receipt of the mailing of the Company’s notice pursuant to Section 2.3 (provided that all necessary documents for such noticeregistration can be obtained and prepared within such 60-day period), the Company shall file with the SEC Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause any Shelf Registration Statement covering all Registrable Securities requested to be included anddeclared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, unless and once effective, the Company shall cause such Shelf Registration Statement shall become automatically effectiveto remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to cause the prepare a Shelf Registration Statement with respect to become or be declared effective by the SEC for all of the Registrable Securities covered thereby owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Commission as soon as practicable thereafter, but in no event later than 60 days after the filing of Company is eligible to file a Shelf Registration Statement for a Short Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement. To the extent , the Company may require such Holder to deliver all information about such Holder that is a WKSI at the time that any required to be included in such Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Act.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer (i) For so long as a registration statement and sale of its securities under the 1933 Act pursuant to Canadian Shelf Prospectus for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, Founder will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement and Canadian Shelf Prospectus (“Shelf Registrable Securities”). If Founder desires to sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, then Founder may deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that Founder desires to sell pursuant to such underwritten offering (the Company prepare and file with the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Section 1(e) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, subject to Section 1(e), use its commercially reasonable best efforts to keep consummate such Shelf Offering within 14 days after the receipt of a Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering Notice.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Sponsor Investors will have the right at any time and or from time to time on or after to elect to sell pursuant to an offering (including an underwritten offering), Registrable Securities available for sale pursuant to such registration statement (such Registrable Securities, the Closing Date, Buyer shall have “Shelf Registrable Securities”). If the right Sponsor Investors desire to request an unlimited number of registrations under the 1933 Act of all or any portion of its sell Registrable Securities pursuant to a Shelf Registration Statement by delivering an underwritten offering, then the Sponsor Investors shall deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with Sponsor Investors desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within ten (10) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Section 1(f) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(f), use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register In the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to event that (i) the Company a written notice (a “Shelf Registration Notice”) requesting determines that the Company prepare and file with the SEC a Shelf Exchange Offer Registration Statement with respect to resales of some provided in Section 2(a) above is not available or all of Buyer’s Registrable Securities. As promptly may not be consummated as soon as practicable after receiving a Shelf Registration Noticethe last Exchange Date, but in no event more than 30 (ii) the Exchange Offer is not for any other reason consummated by November 18, 1998 or (iii) the Exchange Offer has been completed, and within 60 days following receipt the consummation of such noticethe Exchange Offer, a Holder notifies the Company shall file with that in the SEC opinion of Special Counsel a Shelf Registration Statement covering all must be filed and a Prospectus must be delivered by it because (x) such Registrable Securities requested Notes represent an unsold allotment of the Registrable Notes purchased by the Purchaser from the Company, (y) such Holder is a Participating Broker-Dealer, or (z) such Holder was otherwise not permitted to be included andparticipate in the Exchange Offer, unless such Shelf Registration Statement shall become automatically effectivethe Company has previously done so, the Company shall use its commercially reasonable best efforts to cause to be filed as soon as practicable after such determination, date or notice of such Special Counsel's opinion is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and to become or be have such Shelf Registration Statement declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesCommission. The Company agrees to shall use its commercially reasonable best efforts to keep the Shelf Registration Statement (continuously effective for a period of three years from the Closing Date or a successor such shorter period which will terminate when all the Registrable Notes covered by the Shelf Registration Statement filed with respect have been sold pursuant to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement. The Company shall also supplement or amend such Shelf Registration Statement if required by the initial rules, regulations or instructions applicable to the registration form used by the Company or if required 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, and to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement expires) in order to permit become usable as soon as thereafter practicable. The Company agrees to furnish to the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale Holders of the Registrable Securities in accordance Notes copies of any such supplement or amendment promptly after its being used or filed with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Commission.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Requesting Holder will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities pursuant to a such registration statement (“Shelf Registration Statement by delivering Registrable Securities”). If the Requesting Holder desires to sell Registrable Securities pursuant to an underwritten offering, then the Requesting Holder may deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with Requesting Holder desires to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Section 1(e) and Section 6, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, each of (A) the holders of a majority of the Sponsor Investor Registrable Securities at any time and from time to time on or after and (B) the Closing Date, Buyer shall holders of a majority of the Solon Group Registrable Securities at any time and from time to time following the first anniversary of the closing of the initial Public Offering will have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If either of the holders of a Shelf Registration Statement by delivering majority of the Sponsor Investor Registrable Securities or the holders of a majority of the Solon Group Registrable Securities desires to sell Registrable Securities pursuant to an underwritten offering, then each of the holders of a majority of the Sponsor Investor Registrable Securities and the holders of a majority of the Solon Group Registrable Securities may deliver to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with Sponsor Investors or the SEC a Solon Group desires to sell pursuant to such underwritten offering (the “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (7) days after the filing Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such Holder desires to be disposed of in such Shelf Registration StatementOffering. To the extent The Company, subject to Sections 1(e) and 1(g) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securitieshas received timely written requests for inclusion. The Company agrees will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Sections 1(e) and 1(g), use its reasonable best efforts to keep the consummate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The (i) As promptly as practicable after the Company shall use its best efforts to remain qualified to register the offer and sale receives written notice of its securities under the 1933 Act pursuant to a request for a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice Holder (a “Shelf Registration NoticeRequest”) requesting that and the Company prepare and file with expiration of the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities. As promptly Participation Deadline (as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such noticedefined below), the Company shall file with the SEC Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”) (and, in no event longer than 30 days after the date of delivery of a Shelf Registration Statement covering Request, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities that made the Shelf Offering Request). As promptly as practicable, but no later than five Business Days after the date of delivery of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders. The Company, subject to Sections 2(d) and 9 hereof and the MTN Shareholder Arrangements (as defined below), shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities requested of each Holder with respect to be included andwhich the Company has received a written request for inclusion therein within five Business Days after the Shelf Registration Notice was delivered (such deadline, unless the “Shelf Registration Participation Deadline”); provided however, if on the date of a Shelf Registration Request the Company is a WKSI, then such Shelf Registration Statement shall become automatically effective, the Request may request registration of an unspecified amount of Registrable Securities. The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Company shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement or such longer period as such Shelf Registration Statement shall be effective, in which case the Company shall cause a new Shelf Registration Statement to become effective prior to such anniversary or be declared effective by other date, (B) the SEC for date on which all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of by such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is have been sold pursuant to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement and (or a successor Registration Statement filed with respect to C) the date as of which there are no longer any Registrable Securities) continuously effective (including Securities covered by filing a new such Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)existence.

Shelf Registrations. The Company shall use its best efforts (a) (i) As soon as reasonably practicable after the date hereof (including taking into account the availability of the pro forma financial statements required to remain qualified to register be included in the offer registration statement), but in any event no later than 120 days after the date hereof, and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time (ii) on or after prior to the date that is 60 days prior to the seventh anniversary of the Closing Date, Buyer shall have the right Company will file with the Securities and Exchange Commission a registration statement on Form S-3 pursuant to request an unlimited number of registrations Rule 415 or any similar short-form registration statement under the 1933 Securities Act of all or any portion of its Registrable Securities pursuant to a for the Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting to register the resale of all the Registrable Securities (a “Shelf Registration”); provided, that any Shelf Registration made on or prior to the Company prepare and file 60th day prior to the seventh anniversary of the Closing Date is not required to include the resale of the Delayed Registrable Securities; provided, however, that with respect to any such Shelf Registration in effect on the SEC a 60th day prior to the seventh anniversary of the Closing Date, the applicable Shelf Registration Statement must be amended (with respect such amendment effective no later than the seventh anniversary of the Closing Date) to resales include the resale of some or all of Buyer’s Registrable the Delayed Registration Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafter, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent If the Company is a WKSI at the time that of any Shelf Registration, the Shelf Registration Statement is filed with respect to such Shelf Registration will be filedan automatic shelf registration statement (as defined in Rule 405) (such Shelf Registration, the Company shall file an “Automatic Shelf Registration Statement that covers such Registrable SecuritiesRegistration”). The Company agrees to will use its reasonable best efforts to keep the cause any Shelf Registration Statement (or a successor to be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Company will cause such Shelf Registration Statement filed to remain continuously effective for such time period until the earliest of (x) with respect to an Automatic Shelf Registration, the Registrable Securities) continuously effective (including by filing a new third anniversary of the date such Shelf Registration Statement if becomes effective, (y) the initial date on which all Registrable Securities covered by such Shelf Registration Statement expireshave been sold pursuant to the applicable Shelf Registration, and (z) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale date as of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as which there are no longer any Registrable Securities outstanding (the “covered by such Shelf Effectiveness Period”)Registration in existence.

Shelf Registrations. The Company shall use its best efforts (i) Subject to remain qualified to register the offer and sale availability of its securities under required financial information, as promptly as practicable after the 1933 Act pursuant to Corporation receives written notice of a request for a Shelf Registration Statement. At any time from a Controlling Holder, the Corporation shall file with the Securities and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations Exchange Commission a registration statement under the 1933 Securities Act of all or any portion of its Registrable Securities pursuant to a for the Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration NoticeStatement”) requesting that the Company prepare and file with the SEC a Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable Securities). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company The Corporation shall use its reasonable best efforts to cause the any Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafter, but in no event later than 60 days after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. To In order for any of the extent Original Equity Owner Parties to be named as a selling securityholder in such Shelf Registration Statement, the Company Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. Upon the written request of a WKSI Controlling Holder at such time when the Corporation is not a WKSI, the Corporation will file and seek the effectiveness of a post-effective amendment to an existing Shelf Registration Statement in order to register up to the number of Shares previously taken down off of such shelf and not yet “reloaded” onto such Shelf Registration Statement. If at the time that any of such request the Corporation is a WKSI, such Shelf Registration Statement is may, at the request of such Controlling Holder, cover an unspecified number of Shares to be filedsold by the Corporation and the Holders. In the case of a Shelf Registration Statement, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement (or a successor Registration Statement filed plan of distribution will provide as much flexibility as is reasonably possible, including with respect to the Registrable Securities) continuously effective (including resales by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)transferee Holders.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, the Lateral Investors will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”). A Lateral Investor may elect to sell Registrable Securities pursuant to a Shelf Registration Statement an underwritten offering by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such underwritten offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two (2) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 7, may include in such Shelf Offering any number of shares of Common Stock the Company desires to sell in such Shelf Offering and will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The 2.5.1 As promptly as practicable after the date hereof, the Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after the Closing Date, Buyer shall have the right to request an unlimited number of registrations under the 1933 Act of all or any portion of its Registrable Securities pursuant to a Shelf Registration Statement by delivering to the Company a written notice (a “Shelf Registration Notice”) requesting that the Company prepare and file with the United States Securities and Exchange Commission (the “SEC”), one or more Registration Statements (collectively, 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, and the rules and regulations of the SEC promulgated thereunder, as from time to time amended (the “Securities Act”) registering the resale from time to time of Common Stock (as defined below) issued or issuable under the Warrants by Holders (“Electing Holders”) of Warrants and/or shares of Common Stock so issued or issuable (such Common Stock, collectively, “Registrable Securities”) who have provided the Company with a Notice and Questionnaire in the Form of Exhibit B (the “Notice and Questionnaire”). The Company shall give written notice of the filing of each Shelf Registration Statement with respect (and each amendment thereto) at least fifteen (15) days prior to resales filing each such Registration Statement to all Holders of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving , together with a Shelf Registration Notice, but in no event more than 30 days following receipt copy of such noticeNotice and Questionnaire and a request to complete and return such Notice and Questionnaire, the Company and shall file with the SEC a Shelf include in such Registration Statement covering Statements all Registrable Securities requested to be included and, unless such of Electing Holders. The Shelf Registration Statement shall become automatically effective, be on Form S-3 if the Company is eligible to use Form S-3 or another appropriate form permitting registration of such Common Stock for resale. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by under the SEC for all of the Registrable Securities covered thereby Act as soon as practicable thereafterpossible after filing, but in no event later than 60 days after the filing of such Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filedand once effective, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act at all times until the earlier of (x) three months following the Expiration Date and (y) the date on which (i) all shares of Common Stock issued or a successor Registration Statement filed with respect issuable under the Warrants by persons who are not affiliates of the Company are or would upon issuance be freely tradable under United States federal securities laws subject only to the Registrable Securitiesrequirement in Rule 144(i)(2) continuously effective that the Company have filed all required SEC reports (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expiresother than Form 8-K reports) in order the preceding 12 months and (ii) the share certificates for such Common Stock that would be issued following transfer pursuant to permit the Prospectus forming a part thereof to Rule 144(i)(2) would be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are issued without any Registrable Securities outstanding restrictive legends (the “Shelf Effectiveness Period”).

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement. At ”) is and remains effective, any Existing Shareholder will have the right at any time and or from time to time on or after the Closing Date, Buyer shall have the right to request elect to sell pursuant to an unlimited number of registrations under the 1933 Act of all or any portion of its offering (including an underwritten offering) Registrable Securities available for sale pursuant to a such registration statement (“Shelf Registration Statement Registrable Securities”), provided such registered offerings are not less than US$2,000,000. Any Existing Shareholder may make such election by delivering to the Company a written notice (a “Shelf Registration Offering Notice”) requesting specifying the number of Shelf Registrable Securities that the Company prepare and file with holders desire to sell pursuant to such offering (the SEC a “Shelf Registration Statement with respect to resales of some or all of Buyer’s Registrable SecuritiesOffering”). As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby as soon as practicable thereafterpracticable, but in no event later than 60 two business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Company, subject to Section 1(e) and Section 6, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven days after the filing receipt of such the Shelf Registration Statement. To the extent the Company is a WKSI at the time that any Shelf Registration Statement is to be filed, the Company shall file an Automatic Shelf Registration Statement that covers such Registrable SecuritiesOffering Notice. The Company agrees will, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to keep the facilitate such Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”)Offering.

Shelf Registrations. The Company shall use its best efforts to remain qualified to register the offer and sale of its securities under the 1933 Act pursuant to a Shelf Registration Statement. At any time and from time to time on or after (a) Promptly following the Closing Date, Buyer the Issuer shall have the right use its commercially reasonable efforts to request an unlimited number of registrations prepare a registration statement under the 1933 Securities Act of all or any portion of its Registrable Securities (the “Shelf Registration Statement”) for a registration pursuant to a Shelf Registration Statement by delivering to Rule 415 under the Company a written notice Securities Act on Form S-3 (a “Shelf Registration NoticeRegistration”) requesting that and, if the Company prepare and file with Issuer is a WKSI at the SEC a time of filing the Shelf Registration Statement Statement, such Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”) with respect to resales of some or all of Buyer’s Registrable Securities. As promptly as practicable after receiving a Shelf Registration Notice, but in no event more than 30 days following receipt of such notice, the Company shall file with the SEC a Shelf Registration Statement covering all Registrable Securities requested to be included and, unless such Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the SEC for all of the Registrable Securities covered thereby (or such other number of Registrable Securities specified in writing by the Holder thereof) to enable such Shelf Registration Statement to be filed with the Commission as soon as practicable thereafterpossible following the Closing Date, but in no event later than 60 120 days after following the Closing Date. The Issuer will notify each holder of Registrable Securities within two Business Days of the filing of such Shelf Registration Statement. To (b) In the extent the Company is event that a WKSI at the time that any Shelf Registration Statement is to be filedeffective, the Company shall file an Automatic any holder of Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Issuer shall pay all Registration Expenses in connection therewith. Any holder of Registrable Securities shall make such election by delivering to the Issuer a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that covers such holder desires to sell pursuant to such offering (the “Shelf Offering”); provided that a Shelf Offering Notice may only be made if the sale of Registrable Securities requested to be sold are reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (unless any such holder of Registrable Securities is proposing to sell all of its remaining Registrable Securities). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Notice, the Issuer shall give written notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Company agrees Issuer, subject to Section 1(e) and Section 7 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Issuer for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within five Business Days after the receipt of the Shelf Offering Notice. The Issuer shall, as expeditiously as possible (and in any event within 10 Business Days after the receipt of a Shelf Offering Notice), but subject to Section 1(f) hereof, use its reasonable best efforts to keep facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Registration Statement (or a successor Registration Statement filed with respect to the Registrable Securities) continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the Prospectus forming a part thereof to be lawfully delivered Offering Notice and the Shelf Registration Statement useable for resale of the Registrable Securities in accordance with the intended methods of disposition set forth therein, so long as there are any Registrable Securities outstanding (the “Shelf Effectiveness Period”).shall not A-2