Common use of Filing and Effectiveness Clause in Contracts

Filing and Effectiveness. The Company shall file a Registration Statement relating to any Demand Registration as promptly as practicable, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for the disposition of the Registrable Securities covered by such Registration Statement. If any Demand Registration is requested to be effected as a shelf registration pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, the Company shall keep the Registration Statement filed in respect thereof effective for a period of six (6) months from the date on which the SEC declares such Registration Statement effective or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation Notices.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 60 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective by the SEC as soon as practicable thereafter thereafter, and to remain effective for a period of time reasonably required for the disposition in any event, within 120 calendar days of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 4(a) hereof with respect to such Demand Registration. All requests made pursuant to this Section 4 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration StatementStatement is effective. If any Demand Registration is requested to be effected as a shelf “shelf” registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will use its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of six (6) up to 12 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 6 and 7 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a the “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 4(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the effective date of such Registration, provided, the remaining number of Registrable Securities subject to a Demand Holders for inclusion as specified in Notice is at least 5% of the Participation Noticestotal number of Registrable Securities then outstanding.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 45 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective by the SEC as soon as practicable thereafter thereafter, and in any event, within 90 calendar days, of the date on which the holders of Registrable Securities first give the Demand Notice required by Section 3(a) hereof with respect to remain such Demand Registration. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration Statement is effective. The Company will keep the Registration Statement filed in respect of a Demand Registration effective for a period of time reasonably required for up to 90 calendar days from the disposition of date on which the SEC declares such Registration Statement effective (subject to extensions pursuant to Section 5 hereof) or such shorter period that will terminate when all Registrable Securities covered by included in such Registration Statement have been sold pursuant to such Registration Statement. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of six (6) up to 24 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 5 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 2(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating Demand Holders for inclusion as specified in applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the Participation Noticeseffective date of such registration.

Filing and Effectiveness. The Company shall On or prior to the Shelf Filing Date, the Parent will file a Registration Statement relating to any Demand Registration as promptly as practicable, but in any event no later than sixty "shelf" registration statement (60the "SHELF REGISTRATION") days after receipt of a Demand Notice, with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for the disposition of the Registrable Securities covered by such Registration Statement. If any Demand Registration is requested to be effected as a shelf registration on an appropriate form pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Holders demanding SEC with respect to dispositions of all of the Registrable Securities in such Demand Registrationmanner or manners specified by the holders thereof. The Parent agrees to cause the Shelf Registration to be declared effective as promptly as is practicable after such filing (and in any event, prior to the Company shall Shelf Effective Date) and agrees to keep the Shelf Registration Statement filed effective (and to take any and all other actions necessary in respect thereof effective for a period order to permit public resale of six (6) months from the date on which the SEC declares such Registration Statement effective or such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration) for a period (the "SHELF EFFECTIVE PERIOD") beginning on the date such Shelf Registration Statement have been sold pursuant shall first be declared effective under the Securities Act and ending upon the earlier to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days after receipt of a Demand Notice, notify all other Holders in writing occur of the receipt of such Demand Notice and each such other Holder shall have day following the right to have first day upon which all or a part of such Holder’s Registrable Securities included in such registration thereof may be resold by delivering a written notice (a “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number holders of Registrable Securities that pursuant to Rule 144(k) under the Securities Act (or any successor provision providing a safe harbor for resales without any restrictions as to the manner of sale, number of shares sold or availability of public information by holders of Purchaser Shares who are not Affiliates) and such Participating Demand Holder elects date as no Registrable Securities shall remain, subject to include the terms and conditions set forth in this Agreement. The Parent further agrees, if necessary, to supplement or make amendments to such Shelf Registration, if required by the registration form utilized by the Parent for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act, and the Company shall include in such registration all Parent agrees to furnish to the holders of the Registrable Securities requested covered by the Participating Demand Holders for inclusion as specified in Shelf Registration copies of any such supplement or amendment prior to its being used or filed with the Participation NoticesSEC.

Filing and Effectiveness. The Company shall will (subject to Section 7(a)) file a Demand Registration Statement relating to any Demand Registration as promptly as practicable, but in any event no later than sixty (60) within 30 calendar days after of receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective under the Securities Act as soon as practicable thereafter but in any event within 75 calendar days of receipt of a Demand Notice pursuant to Section 3(a). The Demand Notice shall specify the number of Registrable Securities to be registered and to remain effective for the intended methods of disposition thereof. If the Beneficiaries holding not less than a period of time reasonably required for the disposition majority of the Registrable Securities covered by such Registration Statement. If to be included in any offering pursuant to a Demand Registration is requested Statement so elect by written request to the Company, such offering shall be in the form of an Underwritten Offering. Beneficiaries holding a majority of the Registrable Securities to be effected as a shelf registration pursuant included in such Underwritten Offering shall have the right to Rule 415 under select the Securities Act by managing underwriter or underwriters for the Holders demanding such Demand Registrationoffering, subject to the right of the Company to approve such managing underwriter or underwriters (which approval shall not be unreasonably withheld) and to select one co-managing underwriter reasonably acceptable to such Beneficiaries. The Company will keep the Registration Statement filed in respect thereof of a Demand Registration Statement effective for a period of six (6) months up to 180 calendar days from the date on which the SEC declares such Registration Statement is declared effective (subject to extensions pursuant to the last paragraph of Section 7 hereof) or such shorter period that will terminate when all Registrable Securities covered by included in such Registration Statement have been sold pursuant to in accordance with the intended methods of disposition thereof set forth in such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days after receipt of Beneficiaries will be permitted to withdraw Registrable Securities from a Demand Notice, notify all other Holders in writing of Registration Statement at any time prior to the receipt effective date of such Demand Notice and each such other Holder shall have the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation NoticesRegistration Statement.

Filing and Effectiveness. (i) The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicable, but in any event no later than sixty (60) within 30 calendar days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such the Registration Statement to be declared effective as soon as practicable thereafter by the SEC within 90 calendar days of the date on which the Company received the related Demand Notice. Each Demand Notice must specify the number of Registrable Securities to be registered and the intended methods of distribution of those Registrable Securities. If Purchaser delivering the Demand Notice specifies one particular type of Underwritten Offering, the method of distribution will be that type of Underwritten Offering or a series of that type of Underwritten Offerings during the period during which the Registration Statement is effective. (ii) In connection with a Demand Registration pursuant to remain Section 3(a), the Company will keep the Registration Statement effective for a period of time reasonably required for the disposition of the Registrable Securities covered by such Registration Statement. If any Demand Registration is requested to be effected as a shelf registration pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, the Company shall keep the Registration Statement filed in respect thereof effective for a period of six (6) months from the date on which the SEC declares such Registration Statement effective not less than 180 days or such shorter period that which will terminate when all Registrable Securities covered by such Registration Statement have been sold. If any Demand Registration is requested to be effected as a "shelf" registration, the Company will keep the Registration Statement filed in respect of that Demand Registration effective for a period of up to one year from the date on which the SEC declares that Registration Statement effective (subject to extension pursuant to Section 6 hereof) or such shorter period which will terminate when all Registrable Securities covered by that Registration Statement have been sold pursuant to such that Registration Statement. The Company shall promptly, and in any event within ten . (10iii) Within five Business Days after receipt of a Demand Notice, notify all other Holders in writing the Company will serve written notice of its receipt of the receipt of such Demand Notice and each such other Holder shall have (the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating "Notice”") to the other Purchasers and will, subject to the provisions of Section 2(c), include in that Demand Registration all Registrable Securities with respect to which the Company receives a written request from any such other Purchaser for inclusion therein within ten (10) Business Days 15 calendar days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation NoticesNotice.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 60 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective by the SEC as soon as practicable thereafter thereafter, and to remain effective for a period of time reasonably required for the disposition in any event, within 120 calendar days, of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 3(a) hereof with respect to such Demand Registration. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration StatementStatement is effective. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of six (6) up to 12 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 5 and 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 3(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the effective date of such Registration provided the remaining number of Registrable Securities subject to a Demand Holders for inclusion as specified in Notice is at least 5% of the Participation Noticestotal number of Registrable Securities then outstanding.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 30 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for by the disposition SEC within 90 calendar days, of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 3 (a) hereof with respect to such Demand Registration. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; PROVIDED, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period which the Registration StatementStatement is effective. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to by the holders of Registrable Securities demanding such Demand Registration or otherwise contemplated by Rule 415 under the Securities Act by the Holders demanding such Demand RegistrationAct, the Company shall will keep the Registration Statement filed in respect thereof effective for a such period as may be requested by the holder demanding such registration, but will not be required to keep the Registration Statement effective in respect of six (6) any single Demand Registration for longer than 6 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 5 and 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days Within five calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will , subject to include in such registration and the Company shall provisions of Section 3 (c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 15 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the effective date of such Registration provided that the remaining number of Registrable Securities subject to a Demand Holders for inclusion as specified in Notice is at least 10% of the Participation Noticestotal number of Registrable Securities then outstanding.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 60 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for by the disposition SEC within 120 calendar days, of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 3(a) hereof with respect to such Demand Registration. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration StatementStatement is effective. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of six (6) up to 12 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 5 and 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 3(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the effective date of such Registration provided the remaining number of Registrable Securities subject to a Demand Holders for inclusion as specified in Notice is at least 5% of the Participation Noticestotal number of Registrable Securities then outstanding.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 30 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective by the SEC as soon as practicable thereafter thereafter, and in any event, within 45 calendar days, of the date on which the Registration Statement is first filed with the SEC. All requests made pursuant to remain this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration Statement is effective. The Company will keep the Registration Statement filed in respect of a Demand Registration effective for a period of time reasonably required for up to 90 calendar days from the disposition of date on which the SEC declares such Registration Statement effective (subject to extensions pursuant to Section 6 hereof) or such shorter period that will terminate when all Registrable Securities covered deemed by such Registration Statement have been sold pursuant to such Registration Statement. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of six (6) up to 12 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 3(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating Demand Holders for inclusion as specified in applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the Participation Noticeseffective date of such registration.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 30 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for by the disposition SEC within 90 calendar days, of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 3(a) hereof with respect to such Demand Registration. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof, provided, that if the holders demanding such registration specify one particular type of underwritten offering, the Company will use its reasonable best efforts to use such method of disposition as the type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration StatementStatement is effective. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a such period as may be requested by the holder demanding such registration, but will not be required to keep the Registration Statement effective in respect of six (6) any single Demand Registration for longer than twelve months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 5 and 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days Within five calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will promptly serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 3(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 15 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the effective date of such Registration provided the remaining number of Registrable Securities subject to a Demand Holders for inclusion as specified in Notice is not less than the Participation Noticesapplicable Minimum Amount.

Filing and Effectiveness. The Company shall Company, as soon as it is eligible to file a Registration Statement relating on Form S-3, shall (subject to any Demand Registration as promptly as practicable, but in any event no later than sixty (60Section 7(a)) days after receipt of a Demand Notice, file with the SEC a Registration Statement on Form S-3 (the “Shelf Registration Statement”) to register all Registrable Securities then held by Beneficiaries (for the avoidance of doubt, not including Persons that are Beneficiaries solely by virtue of clause (f) of the definition of such term) and not previously registered under the Securities Act pursuant to Section 3 or Section 5 hereof and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable thereafter and thereafter. The Company will not permit any securities other than Registrable Securities or New Common Stock to remain effective be sold for its own account to be included in the Shelf Registration Statement. If the Beneficiaries holding not less than a period of time reasonably required for the disposition majority of the Registrable Securities covered by such Registration Statement. If included in any Demand Registration is requested to be effected as a shelf registration offering pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, the Company shall keep the a Shelf Registration Statement filed so elect by written request to the Company, such offering shall be in respect thereof effective for the form of an Underwritten Offering. Beneficiaries holding a period of six (6) months from the date on which the SEC declares such Registration Statement effective or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days after receipt of a Demand Notice, notify all other Holders in writing majority of the receipt of such Demand Notice and each such other Holder shall have the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) Underwritten Offering shall, after consulting with the Company, have the right to select the managing underwriter or underwriters for the offering, subject to the Company within ten (10) Business Days after receipt right of the aforementioned notice from Company to approve such managing underwriter or underwriters (which approval shall not be unreasonably withheld) and to select one co-managing underwriter reasonably acceptable to such Beneficiaries. In no event will the Beneficiaries be entitled to request the Company (each Holder that delivers a Participating Notice to effect more than an aggregate of two Underwritten Offerings pursuant to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation NoticesShelf Registration Statement.

Filing and Effectiveness. (i) The Company shall file a Registration Statement relating to any Demand Registration shall, as promptly as practicable, but and in any event no later than within sixty (60) days after receipt of a request for a Demand NoticeRegistration or a Shelf Registration pursuant to Section 2.1 or 2.3, as the case may be, prepare and file with the SEC Commission a Registration Statement on Form N-2 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared or otherwise to become effective under the Securities Act as soon promptly as practicable after the filing thereof. (ii) A registration shall not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration shall be deemed not to have been declared effective, unless and until (A) such stop order or injunction is removed, rescinded or otherwise terminated, and (B) Holders of a majority-in-interest of the Registrable Securities included in such Demand Registration thereafter elect to continue the offering of Registrable Securities thereunder; provided, further, that the Company shall not be required to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is otherwise terminated and withdrawn. (iii) The Company shall use commercially reasonable efforts to cause a Registration Statement to remain effective, and shall prepare and file with the Commission such amendments, including post-effective for amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act, in each case until (A) all Registrable Securities, and all other securities covered by such Registration Statement, have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed one hundred and eighty (180) days in the case of a Demand Registration), as such period of time reasonably required for may be extended in accordance with Section 3.2) or (B) such securities have been withdrawn (the disposition of “Effectiveness Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep such Registration Statement effective during the Effectiveness Period if the Company voluntarily takes any action that would result in Holders not being able to offer and sell the Registrable Securities covered by such Registration Statement. If any Demand Registration Statement during the Effectiveness Period, unless such action (A) is requested to be effected as a shelf registration required by applicable law or (B) permitted pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, the Company shall keep the Registration Statement filed in respect thereof effective for a period of six (6) months from the date on which the SEC declares such Registration Statement effective or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration StatementSection 3.2. The Company shall promptly, and in any event within ten (10) Business Days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation Notices.LA_LAN01:245827.8

Filing and Effectiveness. The Subject to Section 1.2(a) hereof, the Company shall will use all reasonable efforts to file a Registration Statement relating to any Demand Registration within 60 calendar days of the date on which the Demand Notice is given and will use all reasonable efforts to cause the same to be declared effective by the SEC as promptly soon as practicablepossible, but in any event no later than sixty (60) within 120 calendar days after receipt of a Demand Notice, with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for the disposition of the date on which the holders of Registrable Securities covered first give the Demand Notice required by such Registration Statement. If any Demand Registration is requested Section 1.2(a) hereof with respect to be effected as a shelf registration pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, . All requests made pursuant to this Section 1.2 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. Nothing in this Article I shall prevent any holder of Registrable Securities from giving a Demand Notice pursuant to this Section 1.2 while any Registration Statement is in effect or during the period of any postponement pursuant to Section 1.2(b) or any Blackout Period. The Company shall will keep the Registration Statement filed in respect thereof of any Shelf Demand Registration effective for a period of six (6) months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 1.5 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 1.2(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating Demand Holders for inclusion as specified applicable holder. Subject to clause (iii) in the Participation Notices.proviso in

Filing and Effectiveness. The Upon the request of the Demanding Holders in the Yucaipa Group at any time prior to the first anniversary of the Effective Time, the Company shall file a Registration Statement relating cause to any Demand Registration be filed with the SEC as promptly as practicablepracticable after such request, but in any no event no later than sixty (60) 60 days after receipt of a Demand Noticethereafter, with the SEC and use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for the disposition of the Registrable Securities covered by such Registration Statement. If any Demand Registration is requested to be effected as a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Registration" or a "Shelf Registration Statement"), which Shelf Registration Statement shall provide for resales of all Registrable Securities held by members of the Yucaipa Group who shall have provided the information required pursuant to Section 3.1(b). The Xxxxx Group shall be afforded the opportunity to include any Registrable Securities held by the Holders demanding Xxxxx Group in such Demand Shelf Registration. The Company shall use its best efforts to have such Shelf Registration declared effective and to keep such Shelf Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of Registrable Securities by such Holders, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, for a period of at least one (1) year following the date on which such Shelf Registration Statement becomes effective under the Securities Act; provided, however, that, notwithstanding any other provisions of this Agreement, with respect to any registrable Securities, the Company shall not be obligated to effect any Shelf Registration Statement, or keep the any Shelf Registration Statement filed effective, at any time or for any period after the fifth anniversary of the Effective Time. A request of the Demanding Holders in respect thereof effective the Yucaipa Group under this Section 2.3(a) shall be deemed to be a request for a period of six (6) months from the date on which the SEC declares such Demand Registration Statement effective or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this under Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation Notices2.1 above.

Filing and Effectiveness. (i) The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicable, practicable (but in any event no later than sixty (60within 75 days) days after receipt of a following the date on which the Demand Notice, with the SEC Notice is given and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective by the SEC as soon as practicable thereafter, but in any event within 120 days thereafter (the "Effectiveness Date"). A registration pursuant to this Section 2 shall be on such appropriate registration form of the SEC as shall (i) be selected by the Company and be reasonably acceptable to remain effective for a period of time reasonably required for the Holders, and (ii) permit the disposition of the Registrable Securities covered by such in accordance with the intended method or methods of disposition specified in the Demand Notice. (ii) The Company agrees to use its best efforts to comply with all necessary provisions of the federal securities laws in order to keep each Registration Statement. If any Statement relating to a Demand Registration is requested to be effected as a shelf registration pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, the Company shall keep the Registration Statement filed in respect thereof continuously effective for a period of six (6) months from the date on which the SEC declares such Registration Statement effective or such shorter period that will terminate when until all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company If such Registration Statement fails to remain effective for such period of time for any reason, then the Exercise Price (as defined in the Warrants and the Option, respectively) of each of the Warrants and the Option shall promptlyautomatically be reduced by fifty percent (50%), and in any event within effective immediately. Within ten (10) Business Days business days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice Notice, the Company will serve written notice thereof (the "Notice") to all other Holders and each such other Holder shall have will, subject to the right to have provisions of Section 2(c), include in any registration required under this Section 2 all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) with respect to which the Company receives written requests for inclusion therein within ten fifteen (1015) Business Days business days after receipt of the aforementioned notice Notice by the applicable Holder. The Holder will be permitted to withdraw in good faith all or part of the Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration, in which event the Company (each Holder that delivers a Participating Notice to will promptly amend or, if applicable, withdraw the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation Noticesrelated Registration Statement.

Filing and Effectiveness. The Company shall will file a Registration ------------------------ Statement relating to any Demand Registration as promptly as practicable, but in any event no later than sixty (60) within 60 calendar days after receipt of a the date on which the Demand Notice, with the SEC Notice is given and will use its all reasonable best efforts to cause such Registration Statement the same to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for by the disposition SEC within 120 calendar days of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 2(a) hereof with respect to such Registration StatementDemand Registration. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of up to six (6) months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 5 and 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 2(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw in good faith all of part of the Registrable Securities from a Demand Holders for inclusion as specified Registration at any time prior to the effective date of such Demand Registration, in which event the Participation NoticesCompany will promptly amend or, if applicable, withdraw the related Registration Statement.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 45 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective by the SEC as soon as practicable thereafter thereafter, and in any event, within 90 calendar days, of the date on which the holders of Registrable Securities first give the Demand Notice required by Section 3(a) hereof with respect to remain such Demand Registration. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration Statement is effective. The Company will keep the Registration Statement filed in respect of a Demand Registration effective for a period of time reasonably required for up to 90 calendar days from the disposition of date on which the SEC declares such Registration Statement effective (subject to extensions pursuant to Section 6 hereof) or such shorter period that will terminate when all Registrable Securities covered deemed by such Registration Statement have been sold pursuant to such Registration Statement. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of six (6) up to 12 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 3(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating Demand Holders for inclusion as specified in applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the Participation Noticeseffective date of such registration.

Filing and Effectiveness. (i) The Company shall file a Registration Statement relating to any Demand Registration shall, as promptly as practicable, but and in any event no later than within sixty (60) days after receipt of a request for a Demand NoticeRegistration or a Shelf Registration pursuant to Section 2.1 or 2.3, as the case may be, prepare and file with the SEC Commission a Registration Statement on Form N-2 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared or otherwise to become effective under the Securities Act as soon promptly as practicable after the filing thereof. (ii) A registration shall not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration shall be deemed not to have been declared effective, unless and until (A) such stop order or injunction is removed, rescinded or otherwise terminated, and (B) Holders of a majority-in-interest of the Registrable Securities included in such Demand Registration thereafter elect to continue the offering of Registrable Securities thereunder; provided, further, that the Company shall not be required to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is otherwise terminated and withdrawn. (iii) The Company shall use commercially reasonable efforts to cause a Registration Statement to remain effective, and shall prepare and file with the Commission such amendments, including post-effective for amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act, in each case until (A) all Registrable Securities, and all other securities covered by such Registration Statement, have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed one hundred and eighty (180) days in the case of a Demand Registration), as such period of time reasonably required for may be extended in accordance with Section 3.2) or (B) such securities have been withdrawn (the disposition of “Effectiveness Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep such Registration Statement effective during the Effectiveness Period if the Company voluntarily takes any action that would result in Holders not being able to offer and sell the Registrable Securities covered by such Registration Statement. If any Demand Registration Statement during the Effectiveness Period, unless such action (A) is requested to be effected as a shelf registration required by applicable law or (B) permitted pursuant to Rule 415 under the Securities Act by the Holders demanding such Demand Registration, the Company shall keep the Registration Statement filed in respect thereof effective for a period of six (6) months from the date on which the SEC declares such Registration Statement effective or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within ten (10) Business Days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a written notice (a “Participating Notice”) to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number of Registrable Securities that such Participating Demand Holder elects to include in such registration and the Company shall include in such registration all Registrable Securities requested by the Participating Demand Holders for inclusion as specified in the Participation Notices3.2.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicablewithin 60 calendar days, but in any event no later than sixty (60) days after receipt of a Demand Notice, with the SEC and will use its reasonable best efforts to cause such Registration Statement the same to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for by the disposition SEC within 120 calendar days, of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 3(a) hereof with respect to such Demand Registration. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, that if the holder demanding such registration specifies one particular type of underwritten offering, such method of disposition shall be such type of underwritten offering or a series of such underwritten offerings (as such demanding holders of Registrable Securities may elect) during the period during which the Registration StatementStatement is effective. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of six (6) up to 12 months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 5 and 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration StatementStatement or have otherwise ceased to be Registrable Securities. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 3(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw Registrable Securities from a Registration at any time prior to the effective date of such Registration provided the remaining number of Registrable Securities subject to a Demand Holders for inclusion as specified in Notice is at least 15% of the Participation Noticestotal number of Registrable Securities then outstanding.

Filing and Effectiveness. The Company shall will file a Registration Statement relating to any Demand Registration as promptly as practicable, but in any event no later than sixty (60) within 60 calendar days after receipt of a the date on which the Demand Notice, with the SEC Notice is given and will use its all reasonable best efforts to cause such Registration Statement the same to be declared effective as soon as practicable thereafter and to remain effective for a period of time reasonably required for by the disposition SEC within 120 calendar days of the date on which the holders of Registrable Securities covered first give the Demand Notice required by Section 3(a) hereof with respect to such Registration StatementDemand Registration. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof. If any Demand Registration is requested to be effected as a shelf "shelf" registration pursuant to Rule 415 under the Securities Act by the Holders holders of Registrable Securities demanding such Demand Registration, the Company shall will keep the Registration Statement filed in respect thereof effective for a period of up to six (6) months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Sections 5 and 6 hereof) or such shorter period that will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. The Company shall promptly, and in any event within Within ten (10) Business Days calendar days after receipt of a Demand Notice, notify all other Holders in writing of the receipt of such Demand Notice and each such other Holder shall have Notice, the right to have all or a part of such Holder’s Registrable Securities included in such registration thereof by delivering a Company will serve written notice thereof (a “Participating the "Notice”") to the Company within ten (10) Business Days after receipt of the aforementioned notice from the Company (each Holder that delivers a Participating Notice to the Company pursuant to this Section 3(b), a “Participating Demand Holder”). Each Participating Demand Holder shall specify in the Participating Notice the number all other holders of Registrable Securities that such Participating Demand Holder elects and will, subject to include in such registration and the Company shall provisions of Section 3(c) hereof, include in such registration all Registrable Securities requested with respect to which the Company receives written requests for inclusion therein within 20 calendar days after the receipt of the Notice by the Participating applicable holder. The holders of Registrable Securities will be permitted to withdraw in good faith all or part of the Registrable Securities from a Demand Holders for inclusion as specified Registration at any time prior to the effective date of such Demand Registration, in which event the Participation NoticesCompany will promptly amend or, if applicable, withdraw the related Registration Statement.