Common use of Additional Selling Stockholders and Additional Registrable Securities Clause in Contracts

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such Holders, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already the subject of a Shelf and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Common Stock or (y) if the Company has filed a Follow-On Shelf in the prior ninety (90) days. The Company shall use reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) that have not been registered on a Shelf or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (ia) If the Company Parent is not a Well-Known Seasoned Issuer, WKSI within twenty (20) days after a written request by one or more Member Holders of Registrable Securities to register for resale any additional Registrable Securities held or beneficially owned by such Member Holders, the Company shall file a Registration Statement substantially similar to the Shelf Registration then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) days prior to filing the Follow-On Shelf to all Member Holders of Registrable Securities whose Registrable Securities are not already the subject of a Shelf Registration and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company Parent has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf if (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Member Holders that have not yet been registered represent represents less than 1% of the then outstanding New Common Stock $1,000,000 or (y) if the Company has filed a Follow-On Shelf in the prior ninety (90) days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) 2.4.3 that have not been registered on a Shelf or pursuant to Section 3 below Registration at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 30 days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersHolders not included in an effective Registration Statement, the Company shall file a Registration Statement substantially similar to the Shelf Registration Statement then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 25 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) 10 days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (xA) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% one percent of the then outstanding New Common Stock or (yB) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelfpracticable. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i2(g)(i) that have not been registered on a Shelf Registration Statement or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 45 days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersDemand Holder, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 15 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (xA) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Common Stock or (yB) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelfpracticable. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i3(i)(i) that have not been registered on a Shelf or pursuant to Section 3 4 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty thirty (2030) days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersHolders not included in an effective Registration Statement, the Company shall file a Registration Statement substantially similar to the Shelf Registration Statement then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 25 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Common Stock or (y) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty thirty (6030) days of filing such Follow-On ShelfShelf (or ninety (90) days if the Commission elects to review the filing). Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i2(g)(i) that have not been registered on a Shelf Registration Statement or pursuant to Section 3 below 2(c) above at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 30 days after a written request by one or more Demand Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such HoldersHolders not included in an effective Registration Statement, the Company shall file a Registration Statement substantially similar to the Shelf Registration Statement then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 25 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) 10 days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (xA) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% one percent of the then outstanding New Common Stock Stock, (B) if the Company is not then eligible to use Form S-3 for secondary offerings or (yC) if the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty thirty (6030) days of filing such Follow-On ShelfShelf (or (90) days if the SEC elects to review the filing). Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i2(g)(i) that have not been registered on a Shelf Registration Statement or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 30 days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such Holders, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 25 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten twenty (1020) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Class A Common Stock or (y) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty ninety (6090) days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) that have not been registered on a Shelf or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, as soon as reasonably practicable and, in any event, within twenty (20) days 45 Business Days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such Holders, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) days 20 Business Days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already the subject of a Shelf and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days 10 Business Days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then issued and outstanding New Common Stock or (y) if the Company has filed a Follow-On Shelf in the prior ninety (90) 120 days. The Company shall use its commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) 60 days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i1(h)(i) that have not been registered on a Shelf or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned IssuerIssuer and a Form S-1 Shelf is effective, or if the Company is not a Well-Known Seasoned Issuer and a Form S-3 Shelf is effective but the filings contemplated by Section 2(i)(iii) are not permitted under the rules and regulations promulgated by the Commission, then within twenty thirty (2030) days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such HoldersHolders that have not been registered for resale on a Shelf or pursuant to Section 3, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any effective (each, a “Follow-On Shelf”), to register for resale 100%, or such portion as permitted by Commission Guidance (provided that the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Securities as permitted by Commission Guidance), of such additional Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven twenty-five (725) days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all such additional Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten twenty (1020) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x1) if it has filed a Follow-On Shelf within the prior one hundred eighty (180) days, or (2) if the aggregate amount of INSW Common Stock comprising the additional Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent both less than 1% of the then outstanding New INSW Common Stock or (y) if the Company has filed a Follow-On Shelf in the prior ninety (90) daysStock. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of after filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) that have not been registered on a Shelf or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 45 days after a written request by one or more the Required Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such HoldersRequired Holder, the Company shall file a Registration Statement substantially similar to the Shelf Registration Statement then effective, if any (each, a “Follow-On Shelf”) (unless the Follow-On Shelf would be required pursuant to the rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case, as soon as reasonably practicable after such financial statements are available), to register for resale such Registrable Securities. The Within 5 Business Days of the date of such written request at least 10 Business Days prior to filing the Follow-On Shelf, the Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days five Business Days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount Company is not then eligible for use of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Common Stock or (y) if Form S-3 for secondary offerings and the Company has filed (excluding Block Sale Notice) a Follow-On Shelf in the prior ninety (90) 90 days. The Company shall use all commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelfreasonably practicable. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i‎‎3(i)(i) that have not been registered on a Shelf Registration Statement or pursuant to Section 3 ‎‎4 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 45 days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersDemand Holder, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 15 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (xA) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Reorganized Nuverra Common Stock or (yB) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-Follow- On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelfpracticable. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i3(i)(i) that have not been registered on a Shelf or pursuant to Section 3 4 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned IssuerIssuer and a Form S-1 Shelf is effective, or if the Company is not a Well-Known Seasoned Issuer and a Form S-3 Shelf is effective but the filings contemplated by Section ‎2(i)(iii) are not permitted under the rules and regulations promulgated by the Commission, then within twenty thirty (2030) days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such HoldersHolders that have not been registered for resale on a Shelf or pursuant to Section ‎3, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any effective (each, a “Follow-On Shelf”), to register for resale 100%, or such portion as permitted by Commission Guidance (provided that the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Securities as permitted by Commission Guidance), of such additional Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven twenty-five (725) days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all such additional Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten twenty (1020) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x1) if it has filed a Follow-On Shelf within the prior one hundred eighty (180) days, or (2) if the aggregate amount of INSW Common Stock comprising the additional Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent both less than 1% of the then outstanding New INSW Common Stock or (y) if the Company has filed a Follow-On Shelf in the prior ninety (90) daysStock. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of after filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) that have not been registered on a Shelf or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 30 days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such Holders, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 25 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten twenty (1020) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Common Stock or (y) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty ninety (6090) days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) that have not been registered on a Shelf or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) i. If the Company is not a Well-Known Seasoned Issuer, within twenty thirty (2030) days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersHolders not included in an effective Registration Statement, the Company shall file a Registration Statement substantially similar to the Shelf Registration Statement then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 25 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Common Stock or (y) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty thirty (6030) days of filing such Follow-On ShelfShelf (or (90) days if the SEC elects to review the filing). Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i2(g)(i) that have not been registered on a Shelf Registration Statement or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 45 days after a written request by one any Demand Holder or more Holders of Registrable Securities Second Demand Holder to register for resale any additional Registrable Securities owned by such HoldersDemand Holders or Second Demand Holder, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 15 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (xA) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 15% of the then outstanding New Common Stock or (yB) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) 90 days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i6(h)(i) that have not been registered on a Shelf or pursuant to Section 3 below 7 at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 45 days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersDemand Holder, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 15 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (xA) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Reorganized Nuverra Common Stock or (yB) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelfpracticable. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i3(i)(i) that have not been registered on a Shelf or pursuant to Section 3 4 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (ia) If the Company is not a Well-Known Seasoned Issuer, WKSI within twenty (20) days after a written request by one or more Holders of Registrable Securities the Holder to register for resale any additional Registrable Securities held or beneficially owned by such Holdersthe Holder, the Company shall file a Registration Statement substantially similar to the Shelf Registration then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose the Holder, if its Registrable Securities are not already the subject of a Shelf Registration, and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf if (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders the Holder that have not yet been registered represent represents less than 1% of the then outstanding New Common Stock $1,000,000, or (y) if the Company has filed a Follow-On Shelf in the prior ninety (90) days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) 2.3.3 that have not been registered on a Shelf or pursuant to Section 3 below Registration at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty (20) 45 days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersDemand Holder, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”) (unless the Follow-On Shelf would be required pursuant to the rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case, as soon as reasonably practicable after such financial statements are available), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 15 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (xA) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Common Stock or (yB) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use all commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) 90 days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i3(h)(i) that have not been registered on a Shelf or pursuant to Section 3 4 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.

Additional Selling Stockholders and Additional Registrable Securities. (i) If the Company is not a Well-Known Seasoned Issuer, within twenty thirty (2030) days after a written request by one or more Holders of Registrable Securities a Demand Holder to register for resale any additional Registrable Securities owned by such HoldersHolders not included in an effective Registration Statement, the Company shall file a Registration Statement substantially similar to the Shelf Registration Statement then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities. The Company shall give written notice (the “Follow-On Registration Notice”) of the filing of the Follow-On Shelf at least seven (7) 25 days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already (the subject of a Shelf “Follow-On Registration Notice”) and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten twenty (1020) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than 1% of the then outstanding New Class A Common Stock or (y) if the Company is not then eligible for use of Form S-3 for secondary offerings and the Company has filed a Follow-On Shelf in the prior ninety (90) 180 days. The Company shall use commercially reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty ninety (6090) days of filing such Follow-On Shelf. Any Registrable Securities requested to be registered pursuant to this Section 2(h)(i) that have not been registered on a Shelf Registration Statement or pursuant to Section 3 below at the time the Follow-On Shelf is filed shall be registered pursuant to such Follow-On Shelf.