Common use of Demand Shelf Registration Clause in Contracts

Demand Shelf Registration. (a) Subject to Section 2(f), from time to time, on or prior to the 60th day (or, if such date is not a Trading Day, the next Trading Day following such 60th day) (the "Filing Date") after the delivery to Xpedior by Holders of a majority in interest of the Registrable Securities of a notice (the "Demand Notice") demanding that Xpedior register such Holders' Registrable Securities, Xpedior shall prepare and file with the SEC a "shelf" Registration Statement covering all or any portion of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act; provided, however, that the Holders may only deliver three Demand Notices pursuant to this Section 1. Such Registration Statement shall be on Form S-3 or, if Xpedior is not then eligible to register the Registrable Securities for resale on Form S-3, such Registration Statement shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders. Subject to Section 2(f), Xpedior shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act within 120 days after the delivery of the applicable Demand Notice, but in any event no later than the date which is the earlier of the fifth day after (i) Xpedior is advised by the SEC that the SEC has no additional comments to such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if such date is not a Trading Day, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the applicable Effectiveness Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to Xpedior (in each case, the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Series B Preferred Stock, subject to Section 2(f) Xpedior shall have 30 Trading Days to file such additional Registration Statement. Once the third Registration Statement filed pursuant to this Section 1(a) is declared effective by the SEC, the Holders of the Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 1(a), other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to a Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 3(b), provided that a managing underwriter is selected pursuant to Section 1(c). Xpedior shall not be required to effect more than three Underwritten Offerings under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on the Nasdaq National Market (or such other market or quotation system on which Xpedior's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares (subject to adjustment for stock splits, reverse stock splits, recapitalizations and similar events). In such event, and if the managing underwriter advises Xpedior and such Holders in writing that in its opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering only the amount of such Registrable Securities which in the opinion of such managing underwriter can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer such offering (which managing underwriter shall be of national standing and reputation) shall be selected by the participating Holders with the consent of Xpedior, which consent shall not be unreasonably withheld, delayed or conditioned. No Holder may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements described in Section 2(a)(xii), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements. No Holder may participate in any registration hereunder unless such Holder executes and delivers an agreement not to divulge any proprietary or confidential information of Xpedior or any of its subsidiaries which becomes known to such Holder in connection with any such registration.

Demand Shelf Registration. (a) Subject to Section 2(f), from time to time, on On or prior to the 60th day (or, if such date is not a Trading DayFiling Date, the next Trading Day following such 60th day) (the "Filing Date") after the delivery to Xpedior by Holders of a majority in interest of the Registrable Securities of a notice (the "Demand Notice") demanding that Xpedior register such Holders' Registrable Securities, Xpedior Company shall prepare and file with the SEC Commission a "shelfShelf" Registration Statement covering all or any portion of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act; provided, however, that the Holders may only deliver three Demand Notices pursuant to this Section 1415. Such The Registration Statement shall be on Form S-3 or, (or if Xpedior the Company is not then eligible to register the Registrable Securities for resale on Form S-3, such Registration Statement registration shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders). Subject to the last paragraph in Section 2(f)3 of this Agreement, Xpedior the Company shall use its reasonable best efforts to cause such the Registration Statement to be declared effective under the Securities Act within 120 days as promptly as possible after the delivery of the applicable Demand Noticefiling thereof, but in any event no later than the date which is the earlier of the fifth day after (i) Xpedior is advised by the SEC that the SEC has no additional comments to such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if such date is not a Trading Day, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until the date which is two three years after the applicable Effectiveness Original Issue Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to Xpedior the Company (in each case, which may be counsel employed by the Company) (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Series B Preferred Stock, subject to Section 2(f) Xpedior the Company shall have 30 Trading Business Days to file such additional Registration Statement. Once the third a Registration Statement filed pursuant to this Section 1(a2(a) is declared effective by the SECCommission, the Holders holders of the Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 1(a2(a), other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Registrable Securities so elect, an the offering of Registrable Securities pursuant to a the Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 3(b), provided that a managing underwriter is selected pursuant to Section 1(c)4(b) hereof. Xpedior shall The Company will not be required to effect more than three one Underwritten Offerings Offering under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on the The Nasdaq National Market (or such any other market or quotation system on which Xpediorthe Company's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares (subject to adjustment for stock splits, reverse stock splits, recapitalizations and similar events)shares. In such event, and if the managing underwriter advises Xpedior underwriters advise the Company and such Holders in writing that in its their opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering only the amount of such Registrable Securities which in the opinion of such managing underwriter underwriters, including any securities to be sold in accordance with the Other Registration Rights Agreements, can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten OfferingOffering and the holders of the other securities required to be included in such registration statement pursuant to the Other Registration Rights Agreements. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer such the offering (which managing underwriter shall be of national standing and reputation) shall will be selected by the participating Holders with the consent of Xpedior, which consent shall not be unreasonably withheld, delayed or conditioned. No Holder may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements described in Section 2(a)(xii), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements. No Holder may participate in any registration hereunder unless such Holder executes and delivers an agreement not to divulge any proprietary or confidential information of Xpedior or any of its subsidiaries which becomes known to such Holder in connection with any such registration.participating

Demand Shelf Registration. (ai) Subject to this Section 2(f)2, from at any time that the Company is eligible to timeuse Form S-3, on or prior to upon the 60th day (or, if such date is not a Trading Daywritten request of the Holder, the next Trading Day following such 60th day) (the "Filing Date") after the delivery Company shall use reasonable best efforts to Xpedior by Holders of a majority in interest of the Registrable Securities of a notice (the "Demand Notice") demanding that Xpedior register such Holders' Registrable Securities, Xpedior shall prepare and file with the SEC a "shelf" Registration Statement covering all or any portion Commission following the receipt of such written request (the “Demand Notice”), two (2) registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf Registration Statement”) for an the offering to be made on a continuous basis pursuant to Rule 415 under the Securities ActAct (the “Demand Shelf Registration”); providedprovided that, however, that the Holders may Company (i) shall only deliver three Demand Notices pursuant be obligated to this Section use reasonable best efforts to file one (1. Such ) Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration once under Section 2(b) hereof and (ii) shall not be on Form S-3 or, obligated to file any Shelf Registration Statement if Xpedior the Holder has previously exercised its right to a Demand Registration twice under Section 2(b) hereof. If the Shelf Registration Statement is not then eligible to register automatically declared effective by the Registrable Securities for resale on Form S-3Commission or does not automatically become effective, such Registration Statement shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders. Subject to Section 2(f), Xpedior Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under by the Securities Act within 120 days Commission as soon as practicable after the delivery filing thereof. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holder may from time to time notify the Company of. Upon receipt of the applicable Demand Notice, but in any event no later than the date which is Company shall use reasonable best efforts to file with the earlier of Commission one (1) prospectus supplement for the fifth day after (i) Xpedior is advised by the SEC that the SEC has no additional comments to such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if such date is not a Trading Day, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the applicable Effectiveness Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to Xpedior (in each case, the "Effectiveness Period"). If an additional Registration Statement is required offering to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Series B Preferred Stock, subject to Section 2(f) Xpedior shall have 30 Trading Days to file such additional made under a Shelf Registration Statement. Once Following the third receipt by the Company of the Demand Notice, all of the Registrable Shares of the Holder shall be included in the Shelf Registration Statement filed without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all of the Registrable Shares be registered). Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files pursuant to this Section 1(a2(a) is declared effective by the SEC, the Holders any securities of the Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 1(a), Company held by a Person other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to a Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 3(b)Holder, provided that a managing underwriter is selected pursuant such securities would be Registrable Shares with respect to Section 1(c). Xpedior shall not be required to effect more than three Underwritten Offerings under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on the Nasdaq National Market (or such other market or quotation system on which Xpedior's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares (subject to adjustment for stock splits, reverse stock splits, recapitalizations and similar events). In such event, and if the managing underwriter advises Xpedior and such Holders in writing that in its opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering only the amount of such Registrable Securities which in the opinion of such managing underwriter can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten OfferingPerson. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer such offering (which managing underwriter shall be of national standing and reputation) shall be selected by the participating Holders with the consent of Xpedior, which consent shall not be unreasonably withheld, delayed or conditioned. No Holder may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements described in Section 2(a)(xii), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements. No Holder may participate in any registration hereunder unless such Holder executes and delivers an agreement not to divulge any proprietary or confidential information of Xpedior or any of its subsidiaries which becomes known to such Holder in connection with any such registration.

Demand Shelf Registration. At the request of the Holders (afor purposes of this Section 2.2, each of Sony and Xxxxxx shall be considered a "Holder") Subject to Section 2(fholding Registrable Securities having a Fair Market Value of not less than $10 million (collectively, the "Requesting Holders"), from time to time, on or prior to the 60th day Company shall notify (or, if such date is notice a "Shelf Notification") each Holder not a Trading Day, the next Trading Day following such 60th day) (the "Filing Date") after the delivery to Xpedior by Holders of a majority in interest Requesting Holder of the Registrable Securities of a notice (the "Demand Notice") demanding that Xpedior register such Holders' Registrable Securities, Xpedior shall Company's intention to prepare and file with the SEC Commission a "shelf" Registration Statement covering all or any portion of the Registrable Securities for an offering to be made on a delayed or a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act; providedAct covering all or a portion of the Registrable Securities, howeverand shall thereafter prepare and file such Registration Statement (the "Demand Shelf Registration", that and each of the Holders may only deliver three Demand Notices Shelf Registration, the Noteholder Shelf Registration and any other registration pursuant to this Section 12.2(b), a "Shelf Registration"). Such Each Holder not a Requesting Holder shall notify the Company within ten (10) days of receipt of a Shelf Notification if it intends to include Registrable Securities held by it in such Demand Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in such Demand Shelf Registration. Each Shelf Registration Statement shall be on a Form S-3 or, if Xpedior is not then eligible to register or another appropriate form (unless the Holders of the Registrable Securities offered thereby reasonably request a specific form) permitting registration of such Registrable Securities for resale on Form S-3by the Holders in the manner or manners reasonably designated by them (including, such Registration Statement without limitation, one or more underwritten offerings). For purposes of this Section 2.2, the term "Registrable Securities" shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to include the Holders. Subject to Section 2(f), Xpedior shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act within 120 days after the delivery shares of Class A Common Stock issued upon exercise of the applicable Demand Notice, but in any event no later than the date which is the earlier of the fifth day after (i) Xpedior is advised by the SEC that the SEC has no additional comments to such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if such date is not a Trading Day, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the applicable Effectiveness Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to Xpedior (in each case, the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Series B Preferred Stock, subject to Section 2(f) Xpedior shall have 30 Trading Days to file such additional Registration Statement. Once the third Registration Statement filed pursuant to this Section 1(a) is declared effective by the SEC, the Holders of the Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 1(a), other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentenceSony Warrant. (b) If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to a Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 3(b), provided that a managing underwriter is selected pursuant to Section 1(c). Xpedior shall not be required to effect more than three Underwritten Offerings under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on the Nasdaq National Market (or such other market or quotation system on which Xpedior's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares (subject to adjustment for stock splits, reverse stock splits, recapitalizations and similar events). In such event, and if the managing underwriter advises Xpedior and such Holders in writing that in its opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering only the amount of such Registrable Securities which in the opinion of such managing underwriter can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer such offering (which managing underwriter shall be of national standing and reputation) shall be selected by the participating Holders with the consent of Xpedior, which consent shall not be unreasonably withheld, delayed or conditioned. No Holder may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements described in Section 2(a)(xii), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements. No Holder may participate in any registration hereunder unless such Holder executes and delivers an agreement not to divulge any proprietary or confidential information of Xpedior or any of its subsidiaries which becomes known to such Holder in connection with any such registration.

Demand Shelf Registration. The Company shall take all action necessary to facilitate its eligibility under U.S. Securities Laws to use a Shelf Registration Statement. Six (a6) Subject to Section 2(f), from time to time, on or prior months following the date of this Agreement and subject to the 60th day (orterms herein, if such date is not a Trading Day, the next Trading Day following such 60th day) (the "Filing Date") after the delivery to Xpedior by Holders holders of a majority in interest of the Registrable Securities of a notice then outstanding (the "“Majority Holders”) may by written notice to the Company (a “Demand Notice"”) demanding that Xpedior register such Holders' Registrable Securities, Xpedior shall prepare and file with request the SEC a "shelf" Company to effect the Registration Statement covering of all or any portion part of the Registrable Securities for an offering owned by such Majority Holders and their respective Affiliates. Upon receipt of such a request, (i) the Company shall promptly (but in no event later than twenty (20) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have twenty (20) days from the date such notice is given to notify the Company in writing of their desire to be made on a continuous basis pursuant to Rule 415 under included in such registration, and (ii) the Securities Act; providedCompany shall as soon as practicable, however, that the Holders may only deliver three Demand Notices pursuant to this Section 1. Such Registration Statement shall be on Form S-3 or, if Xpedior is not then eligible to register cause the Registrable Securities for resale on Form S-3, specified in such Registration Statement shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable Demand Notice and the Registrable Securities held by the other holders of Registrable Securities who gave such notice to the HoldersCompany, to be Registered and/or qualified for sale and distribution in such jurisdictions as the Majority Holders may reasonably request. Subject to Section 2(f), Xpedior The Company shall use its reasonable best efforts to cause such Registration Statement and/or qualification to be declared effective under the Securities Act within 120 days after the delivery of the applicable Demand Noticecomplete as soon as practicable, but in any no event no later than the date which is the earlier sixty (60) days, after receipt of the fifth day after Demand Notice. The Company shall be obligated to effect no more than two (2) Registrations requested by the Majority Holders under this Section 2.1; provided that a Registration shall not be deemed to have been effected under this Section 2.1 unless (i) Xpedior is advised by the SEC that the SEC has no additional comments to all Registrable Securities set forth in such Demand Notice are Registered in such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if offering of Registrable Securities pursuant to such date Shelf Registration is not a Trading Daysubject to any stop order, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the applicable Effectiveness Date injunction or such earlier date when all Registrable Securities covered by such Registration Statement have been sold other order or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to Xpedior (in each case, the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect requirement of the Series B Preferred StockCommission (other than any such stop order, subject to Section 2(f) Xpedior shall have 30 Trading Days to file such additional Registration Statement. Once the third Registration Statement filed pursuant to this Section 1(a) is declared effective by the SECinjunction, the Holders or other requirement of the Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 1(a), other than demands to register additional shares Commission prompted by act or omission of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Registrable Securities so elect, an offering of requested to be included therein). The Company shall not include in any Demand Registration any securities which are not Registrable Securities pursuant to a Registration Statement may be effected in without the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 3(b), provided that a managing underwriter is selected pursuant to Section 1(c). Xpedior shall not be required to effect more than three Underwritten Offerings under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a prior written request consent of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on the Nasdaq National Market (or such other market or quotation system on which Xpedior's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares (subject to adjustment for stock splits, reverse stock splits, recapitalizations and similar events). In such event, and if the managing underwriter advises Xpedior and such Holders in writing that in its opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering only the amount of such Registrable Securities which in the opinion of such managing underwriter can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering. (c) If any a majority of the Registrable Securities are requested to be sold in an Underwritten Offering, the managing underwriter that will administer such offering (which managing underwriter shall be of national standing and reputation) shall be selected by the participating Holders with the consent of Xpedior, which consent shall not be unreasonably withheld, delayed or conditioned. No Holder may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements described in Section 2(a)(xii), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements. No Holder may participate in any registration hereunder unless such Holder executes and delivers an agreement not to divulge any proprietary or confidential information of Xpedior or any of its subsidiaries which becomes known to such Holder in connection with any such registrationincluded therein.

Demand Shelf Registration. (ai) Subject to this Section 2(f)2, from at any time that the Company is eligible to timeuse Form S-3, on or prior to upon the 60th day (or, if such date is not a Trading Daywritten request of the Holder, the next Trading Day following such 60th day) (the "Filing Date") after the delivery Company shall use reasonable best efforts to Xpedior by Holders of a majority in interest of the Registrable Securities of a notice (the "Demand Notice") demanding that Xpedior register such Holders' Registrable Securities, Xpedior shall prepare and file with the SEC a "shelf" Registration Statement covering all Commission following the receipt of such written request (the “Demand Notice”), one or any portion of more registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf Registration Statement”) for an the offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act; provided, however, that Act (the Holders may only deliver three “Demand Notices pursuant to this Section 1Shelf Registration”). Such If the Shelf Registration Statement shall be on Form S-3 or, if Xpedior is not then eligible to register automatically declared effective by the Registrable Securities for resale on Form S-3Commission or does not automatically become effective, such Registration Statement shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders. Subject to Section 2(f), Xpedior Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under by the Securities Act within 120 days Commission as soon as practicable after the delivery filing thereof. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holder may from time to time notify the Company of. Following the receipt by the Company of the applicable Demand Notice, but all of the Registrable Shares of the Holder shall be included in the Shelf Registration Statement without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices. Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any event no later than the date which is the earlier of the fifth day after (i) Xpedior is advised by the SEC that the SEC has no additional comments to such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if such date is not a Trading Day, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Shelf Registration Statement continuously effective under the Securities Act until the date which is two years after the applicable Effectiveness Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to Xpedior (in each case, the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Series B Preferred Stock, subject to Section 2(f) Xpedior shall have 30 Trading Days to file such additional Registration Statement. Once the third Registration Statement filed that it files pursuant to this Section 1(a2(a) is declared effective by the SEC, the Holders any securities of the Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 1(a), Company held by a Person other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to a Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 3(b)Holder, provided that a managing underwriter is selected pursuant such securities would be Registrable Shares with respect to Section 1(c). Xpedior shall not be required to effect more than three Underwritten Offerings under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on the Nasdaq National Market (or such other market or quotation system on which Xpedior's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares (subject to adjustment for stock splits, reverse stock splits, recapitalizations and similar events). In such event, and if the managing underwriter advises Xpedior and such Holders in writing that in its opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering only the amount of such Registrable Securities which in the opinion of such managing underwriter can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten OfferingPerson. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer such offering (which managing underwriter shall be of national standing and reputation) shall be selected by the participating Holders with the consent of Xpedior, which consent shall not be unreasonably withheld, delayed or conditioned. No Holder may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements described in Section 2(a)(xii), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements. No Holder may participate in any registration hereunder unless such Holder executes and delivers an agreement not to divulge any proprietary or confidential information of Xpedior or any of its subsidiaries which becomes known to such Holder in connection with any such registration.