Common use of Filing of Shelf Registration Statement Clause in Contracts

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days As promptly as practicable after the first anniversary date of Closing Date, and in any event within thirty (30) days following the date hereofClosing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall cause to be filed file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and will otherwise eligible to use its such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement have been sold pursuant via e-mail to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the . The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed shall include a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation plan of a transaction is pending or an event has occurreddistribution, which negotiation, consummation or event would require additional disclosure by includes the Company means of distribution substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which form set forth in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExhibit B hereto.

Filing of Shelf Registration Statement. The Company agrees to prepare and submit (ion a confidential basis) Within 15 days after with the first anniversary date Commission an initial Registration Statement on Form F-1 no later than December 30, 2022 (such date, the “Initial Registration Statement Filing Date”), which registration statement shall be in form reasonably satisfactory to Apollo, Delta and a majority of the date hereofother Holders hereunder and shall cover the sale, resale or other distribution of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of the Registrable Securities (such filing, the “Initial F-1 Shelf” and such filing or any subsequent filing, the “Form F-1 Shelf”). Notwithstanding the foregoing, the Initial Registration Statement Filing Date may be extended with the written consent of the Holders that collectively beneficially own 57.5% of the Equity Securities. At least thirty (30) Business Days prior to the Initial Registration Statement Filing Date, the Company shall cause provide a Questionnaire (as defined below), to be filed a Shelf returned to the Company pursuant to Section 2(a)(ii), to each Holder, which request shall include relevant instructions in connection with each Holder’s participation in the sale, resale or other distribution of Registrable Securities to be included in the Initial F-1 Shelf. At least twenty (20) Business Days prior to the Initial Registration Statement providing for Filing Date, the sale Company shall provide (x) a draft of the Initial F-1 Shelf to each Holder that has agreed to receive a draft of the Initial F-1 Shelf pursuant to its designation on its Questionnaire, or (y) with respect to Holders that have not agreed to receive a draft of the Initial F-1 Shelf, an excerpt of the draft of the Initial F-1 Shelf, which such excerpt shall be limited to disclosure regarding such Holder, with respect to whom disclosure is included in the Initial F-1 Shelf, and shall give such Holder the right to comment on such disclosure (which such comments the Company agrees to consider, other than comments by a Holder regarding information on such Holder in the “Major Shareholders” and “Selling Shareholders” or any analogous sections, which comments shall be accepted by the Company, subject to compliance with applicable law and Commission regulations). Promptly following such filing of the Initial F-1 Shelf (and any subsequent Form F-1 Shelf) with the Commission, the Company shall provide each Holder with notice of such filing. The Company shall use commercially reasonable efforts, prior to Initial Effectiveness (as defined below), to: (A) respond to any comments from the Commission to the registration documents as promptly as practicable following the receipt of such comments, (B) upon a request from the Threshold Holder(s), as promptly as reasonably practicable file with the Commission an updated Form F-1 Shelf including the most recently available audited annual financials or unaudited interim financials of the Company, as applicable, and any other updated disclosure required for such Form F-1 Shelf at the time of such update, (C) allow each Holder the right to comment on any disclosure regarding such Holder for a reasonable time period prior to the filing of any Form F-1 Shelf following the Initial F-1 Shelf (which such comments the Company agrees to accept, subject to compliance with applicable law and Commission regulations), and (D) following the Initial Registration Filing Date and solely upon a request from the Threshold Holder(s), to the extent permitted by the Commission’s rules and regulations, as promptly as reasonably practicable have the Form F-1 Shelf declared effective by the Commission and to effectuate the transactions set forth in this Agreement (“Initial Effectiveness”). Notwithstanding anything to the contrary herein, the Company shall not be obligated to, and will not, share with Holders exhibits to the Form F-1 Shelf, and will omit from the draft Form F-1 Shelf, excerpts thereof, containing disclosure regarding arrangements subject to confidentiality provisions, including any Contracts (as defined in the Subscription Agreement) between the Company and Delta or its Affiliates, prior to receiving written consent from the relevant counterparty to such disclosure’s and exhibits’ inclusion in the Form F-1 Shelf, and the Company agrees to use commercially reasonable efforts to apply for and obtain confidential treatment in respect of such exhibits, it being understood that neither the application for confidential treatment or the written consent from the relevant counterparty shall extend, waive or delay the Initial Registration Statement Filing Date or any obligation of the Company under this Agreement to obtain effectiveness of any Registration Statement hereunder. After (x) Initial Effectiveness and (y) the Company becoming a Seasoned Issuer or WKSI or otherwise becoming eligible to use Form F-3, the Company shall use commercially reasonable efforts to convert the Form F-1 Shelf to an effective Registration Statement on Form F-3 (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all of the Registrable Securities beneficially owned by such Holders on a delayed or continuous basis (the “Form F-3 Shelf” and, together with the Form F-1 Shelf and will any other Form F-1 registration statement filed pursuant to this Section 2(a)(i), the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as reasonably practicable after the Company becomes so eligible. The Company shall use its commercially reasonable efforts to cause keep such Shelf Registration Statement continuously effective under the Securities Act (with respect to be the Form F-1 Shelf, after Initial Effectiveness) until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form F-1 Shelf is converted to a Form F-3 Shelf and the Company thereafter becomes ineligible to use Form F-3, by using commercially reasonable efforts to file an additional Form F-1 registration statement or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable (but in no event later than 30 days) after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof and thereafter use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by the SEC as soon as practicable. Shelf Registration Statement are no longer Registrable Securities (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all Securities Act in accordance with this clause (i), the “Shelf Period”). The Company shall notify each of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend Holders named in the Shelf Registration Statement, if and via e-mail in accordance with Section 9(f), of the effectiveness of a Form F-1 Shelf (including Initial Effectiveness) on the same Business Day as required by the rules, regulations or instructions applicable to the registration form used by the effectiveness is obtained. The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed shall include a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation plan of a transaction is pending or an event has occurreddistribution, which negotiation, consummation or event would require additional disclosure by includes the Company means of distribution substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which form set forth in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExhibit B hereto.

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (ias defined herein) Within 15 days after to the first anniversary date of Company and has timely provided the date hereofinformation requested by the Company pursuant to Section 2.3, the Company shall shall, not later than the Required Filing Date (as defined herein) cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the sale resale by the Holders such Holder of the Registrable Securities for which such Holder’s Units are redeemable in accordance with the terms hereof. If the Company is eligible as a WKSI, the Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and will Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to cause such have the Shelf Registration Statement to be declared effective by the SEC as soon expeditiously as practicable. (ii) possible. The Company agrees to use its commercially reasonable best efforts to keep the a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective for a period expiring on under the date on which Securities Act until such time as the aggregate market value of all of the outstanding Registrable Securities covered (assuming for this purpose that all Units then held by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement Holders were redeemed or have become eligible exchanged for sale pursuant to Rule 144(kShares) is less than $5,000,000 and, subject to Article III hereofSection 3(g), further agrees to supplement or amend the each Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectiveShelf Registrations. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. At any time beginning on the sixtieth day prior to the expiration of the Lock-up Period (i) Within 15 days or after the first anniversary date expiration of the date hereofLock-up Period), any Holder, or one or more Holders, may deliver to the Company a written notice requesting that the Company cause to be filed with the SEC a Registration Statement registering the resale by such Holders of a specified number of Registrable Securities (which number shall not be less than 50,000 minus the number of any Common Shares that William M. Johnson and/or Phyllis Johnson simultaneously request bx xxxxxxx xxxxxx to be rxxxxxxxxx xxx resale pursuant to Section 3(a) of the Registration Rights and Lock-Up Agreement dated as of July 31, 1997, by and among the Company, the Operating Partnership and William M. Johnson and Phyllis Johnson) held by or issuable to such Xxxxxx(x). Xxxxxx 60 dxxx xx xxx xxxxipt of such a notice the Company shall cause to be filed with the SEC a Shelf Registration Statement providing for the sale resale by the Holders such Holder(s) of the Registrable Securities specified in the notice (and, if the Company so elects, any other securities of the Company held by the Holders or any other Person, including any other Registrable Securities held by the requesting Holder(s) or other Holders) in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company also may, at any time and without receipt of a notice or request from any Holder(s), file a Shelf Registration Statement registering the resale of all Registrable Securities not previously covered by a Shelf Registration Statement, which Shelf Registration Statement also may register for sale Common Shares held by any other Person and which shall satisfy the Company's obligation to file a Shelf Registration Statement under this Section 3(a). The Company agrees to use its reasonable best efforts to keep the any Shelf Registration Statement filed pursuant to this Section 3(a) continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k144 in a single transaction in accordance with the volume limitations contained in Rule 144(e) (or any successor rule under the Securities Act) and, subject to Article III hereofSection 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) . Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, and the Company so advises the affected Holder(s) in a writing signed by the chief executive officer or chief financial officer of the Company; provided, however, that the Company may not (iv) The Company is not required to file delay, suspend or withdraw a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by for such reason for more than one Holder.60 days or more often than twice during any period of 12 consecutive months. 3

Filing of Shelf Registration Statement. (i) Within 15 Promptly after the Effective Date, but in no event later than 75 days after the first anniversary date of Effective Date, to the date hereofextent permitted by the Commission’s rules and regulations, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-11 covering the sale by the Holders resale of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis (the “Form S-11 Shelf”); provided that the Company shall not request acceleration of effectiveness of such Form S-11 Shelf until after the 20th Business Day following the Effective Date. After the Company becomes a Seasoned Issuer or WKSI, the Company shall convert the Form S-11 Shelf to a Registration Statement on Form S-3 (or other appropriate short form registration statement then permitted by the Commission’s rules and will regulations) covering the resale of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis (the “Form S-3 Shelf” and, together with the Form S-11 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-11 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-11 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall promptly notify the Holders named in the Shelf Registration Statement have been sold pursuant via e-mail to the Shelf Registration Statement addresses set forth on Schedule I, II or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend hereof of the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the effectiveness of a Form S-11 Shelf. The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed shall include a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation plan of a transaction is pending or an event has occurreddistribution, which negotiation, consummation or event would require additional disclosure by includes the Company means of distribution substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which form set forth in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExhibit B hereto.

Filing of Shelf Registration Statement. At any time beginning on the sixtieth day prior to the expiration of the Lock-up Period (i) Within 15 days or, if the Lock-up Period is less than three years, at any time after the first anniversary date expiration of the date hereofLock-up Period), any Holder, or one or more Holders, may deliver to the Company a written notice requesting that the Company cause to be filed with the SEC a Registration Statement registering the resale by such Holders of a specified number of Registrable Securities (which number shall not be less than 50,000) held by or issuable to such Holder(s). Within 60 days of its receipt of such a notice the Company shall cause to be filed with the SEC a Shelf Registration Statement providing for the sale resale by the Holders such Holder(s) of the Registrable Securities specified in the notice (and, if the Company so elects, any other securities of the Company held by the Holders or any other Person, including any other Registrable Securities held by the requesting Holder(s) or other Holders) in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company also may, at any time and without receipt of a notice or request from any Holder(s), file a Shelf Registration Statement registering the resale of all Registrable Securities not previously covered by a Shelf Registration Statement, which Shelf Registration Statement also may register for sale Common Shares held by any other Person and which shall satisfy the Company's obligation to file a Shelf Registration Statement under this Section 3(a). The Company agrees to use its reasonable best efforts to keep the any Shelf Registration Statement filed pursuant to this Section 3(a) continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k144 in a single transaction in accordance with the volume limitations contained in Rule 144(e) (or any successor rule under the Securities Act) and, subject to Article III hereofSection 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) . Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, and the Company so advises the affected Holder(s) in a writing signed by the chief executive officer or chief financial officer of the Company; provided, however, that the Company may not (iv) The Company is not required to file delay, suspend or withdraw a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by for such reason for more than one Holder60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. (i) Within 15 days Beginning after the first anniversary date expiration of the date Lock-up Period, each Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by such Holder, subject to the terms and conditions hereof. Upon receipt by the Company of a written notice (a "Registration Notice") from one or more Holders that such Holder(s) propose to make a registered offer of a specified number of Registrable Securities (which number shall not be less than 50,000), the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders such Holder(s) of the Registrable Securities specified in such Registration Notice in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) . The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Section 4(1) of the Securities Act or Rule 144(k) 144 thereunder and, subject to Article III hereofSection 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) . Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file delay, suspend or withdraw a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by for such reason for more than one Holder60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. The Company shall use its commercially reasonable efforts to (ia) Within 15 days after prepare and file with the first anniversary date of SEC the date hereof, Shelf Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall cause deem appropriate and which form shall be available for the resale of all Registrable Securities to be registered thereunder, which shall comply as to form with the requirements of the applicable form and include all financial statements required by the SEC to be filed a therewith, (b) file the Shelf Registration Statement providing as provided for the sale by the Holders of the Registrable Securities in Section 2.1.1, and will use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared and remain effective for the period required by the SEC as soon as practicable. Section 2.1.1, (iic) The Company agrees to use its reasonable best efforts to keep not take any action that would cause the Shelf Registration Statement continuously and the related Prospectus to contain a material misstatement or omission or to be not effective and usable for a period expiring on the date on which all resale of the Registrable Securities covered by during the period that the Shelf Registration Statement have been sold is required to be effective and usable, (d) use its commercially reasonable efforts to cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC, (e) cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto not to contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading during the period that the Shelf Registration Statement is required to be effective and usable and (f) use its commercially reasonable efforts to take such other actions as shall enable the Holders to resell Registrable Securities pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by . Nothing contained in this Agreement shall obligate the Company for such Shelf Registration Statement or by to effect an underwritten offering on behalf of the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such of Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectiveSecurities. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after Following the first anniversary date expiration of -------------------------------------- the date hereofHolder Lock-up Period, the Company shall cause to be filed during the third quarter of each calendar year, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holders Holder of all Shelf Registrable Securities, not theretofore registered, in accordance with the Registrable Securities terms hereof and will use its reasonable and diligent efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best and diligent efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, -------- however, that the Company shall not be deemed to have used its ------- reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby the Holder not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 4(b).

Filing of Shelf Registration Statement. (i) Within 15 Promptly after the Effective Date, but in no event later than 75 days after the first anniversary date of Effective Date, to the date hereofextent permitted by the Commission’s rules and regulations, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-11 covering the sale by the Holders resale of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis (the “Form S-11 Shelf”). After the Company becomes a Seasoned Issuer or WKSI, the Company shall convert the Form S-11 Shelf to a Registration Statement on Form S-3 (or other appropriate short form registration statement then permitted by the Commission’s rules and will regulations) covering the resale of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis (the “Form S-3 Shelf” and, together with the Form S-11 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-11 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-11 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall promptly notify the Holders named in the Shelf Registration Statement have been sold pursuant via e-mail to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend addresses set forth on Schedule I hereof of the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the effectiveness of a Form S-11 Shelf. The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed shall include a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation plan of a transaction is pending or an event has occurreddistribution, which negotiation, consummation or event would require additional disclosure by includes the Company means of distribution substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which form set forth in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExhibit B hereto.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and so that the same shall be effective on the thirtieth (30th) day after such first anniversary date of the dated hereof and, in all events, will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and all legends have been removed and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective.and (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may notnot delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than once during any period of 6 consecutive months. (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities together with other securities held by more Persons other than one Holderthe Holders.

Filing of Shelf Registration Statement. (i) Within 15 days As promptly as practicable after the first anniversary date of Effective Date, and in any event within thirty (30) days following the date hereofEffective Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Effective Date if the Company is not then eligible to use Form S-3, the Company shall cause to be filed file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and will otherwise eligible to use its such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement have been sold pursuant via e-mail to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the . The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during shall include a plan of distribution, which includes the applicable period if it voluntarily takes any action that would result means of distribution substantially in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) form set forth in Exhibit B hereto. Notwithstanding the foregoing, in no event shall the Company shall not be required to file a Shelf Registration Statement or pursuant to keep a Registration Statement effective if this Section 2(a) earlier than the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirementsTriggering Date; provided, howeverthat if the Triggering Date is later than the date specified in the first sentence of this Section 2(a)(i), that the Company may not (iv) The Company is not required to shall file a separate Registration Statement, but may file one Shelf Registration Statement covering no later than the Registrable Securities held by more than one HolderTriggering Date.

Filing of Shelf Registration Statement. (i) Within 15 days As promptly as practicable after the first anniversary date of Plan Effective Date, and in any event within ninety (90) days following the date hereofPlan Effective Date if the Company is then eligible to register the Registrable Securities on Form S-3 or one-hundred-eighty (180) days following the Plan Effective Date if the Company is not then eligible to use Form S-3, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 (the sale “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf”, and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement an immediate, delayed or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationcontinuous basis; provided, however, that the Company shall not be deemed required to have used its include in such Registration Statement an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all applicable Registrable Securities beneficially owned by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI). Subject to the terms of this Agreement, including any applicable Grace Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep a such Shelf Registration Statement continuously effective during under the applicable period if it voluntarily takes any action Securities Act until the date that would result in selling Holders covered thereby not being able to sell such all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during that period, unless such action which the Company is required to keep the Shelf Registration Statement continuously effective under applicable law or the Securities Act in accordance with this clause (a), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company has filed a will file any supplements to the Prospectus or post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be amendments required to file a Registration Statement be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to keep a Registration Statement effective if the negotiation be filed by applicable law, any Quarterly Reports on Form 10-Q or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary to the extent required so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K promulgated under the Exchange Act. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of material information which the effectiveness of a Shelf Registration Statement (it being understood that no notice other than to such e-mail addresses is required to be given). The Company has shall file a bona fide business purpose for keeping confidential final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution section in customary form, as reasonably agreed by the Holders and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderCompany.

Filing of Shelf Registration Statement. (ia) Within 15 days after As promptly as practicable following the first anniversary date of the date hereofEffective Date, the Company shall cause to be filed file with the SEC a Shelf Registration Statement providing for covering the sale by the Holders resale of the Registrable Securities and will by the Holders on a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"). The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement (i) to be declared effective by under the SEC as soon as practicable. Securities Act within 90 days (but in no event more than 180 days) following the Effective Date and (ii) The Company agrees once effective, to use its reasonable best efforts to keep the Shelf Registration Statement remain continuously effective for a period expiring ending on the earlier of: (A) the first date on which there ceases to be any Registrable Securities; and (B) the second anniversary of the date on which all of the SEC declares such Shelf Registration Statement effective ("Effective Period") (subject to extension pursuant to Section 5.5). The Company shall not register any securities other than Registrable Securities covered by pursuant to the Shelf Registration Statement have been sold Statement; provided, however, that, as contemplated by the registration rights agreement covering certain Junior Lender Notes (as defined in the Joint Plan), dated as of even date herewith, among the Company and the parties named therein, the Company shall be permitted to register pursuant to the Shelf Registration Statement or have become eligible for sale other securities of the Company issued pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Joint Plan. The plan of distribution contained in the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Statement shall permit Underwritten Offerings. The Shelf Registration Statement or by shall comply as to form in all material respects with the requirements of the Securities Act or by any other and the rules and regulations thereunder for shelf registration; providedpromulgated thereunder, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell permitting registration of such Registrable Securities during that periodfor resale by the Holders in the manner or manners designated by them (including, unless such action is required under applicable law without limitation, one or more underwritten public offerings). If the Company has filed a post-effective amendment to the Shelf Registration Statement and ceases to be effective for any reason at any time during the SEC has not declared it effective. Effective Period (iii) Notwithstanding other than because of the foregoingsale of all of the securities registered thereunder, the Company shall not be required use its best efforts to file a Registration Statement or to keep a Registration Statement effective if obtain the negotiation or consummation prompt withdrawal of a transaction is pending or an event has occurredany order suspending the effectiveness thereof, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in Effective Period shall be extended pursuant to Section 5.5 for the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExtension Period.

Filing of Shelf Registration Statement. As soon as reasonably practicable after the Effective Date, and in any event not later than twenty-one (i21) Within 15 days after the first anniversary date of the date hereofEffective Date, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 covering the sale by the Holders resale of all of the Registrable Securities held by the Initial Holders on a delayed or continuous basis (the “Form S-3 Shelf”). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). In the event that the Company files such Shelf Registration Statement on a Form S-1 Shelf and will thereafter becomes a Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) calendar day following the filing of the Shelf Registration Statement in the event of no “review” by the SEC as soon as practicable. Commission, (iiy) The no later than the forty-fifth (45th) calendar day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the seventy-fifth (75th) calendar day following the Effective Date, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company agrees thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable best efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than thirty (30) days after the date of such filing) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall notify the Holders named in the Shelf Registration Statement have been sold pursuant via facsimile or by e-mail of the effectiveness of a Form S-1 Shelf on the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as extent required by Rule 424. Failure to so notify the rules, regulations Holder within one (1) Business Day of such effectiveness or instructions applicable failure to the registration form used by the Company for file a final Prospectus as aforesaid shall be deemed an Event under Section 2(a)(x). The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by the Securities Act or by any other rules brokers and regulations thereunder for shelf registration; provided, however, that the Company shall sales not be deemed to have used its reasonable efforts to keep involving a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectivepublic offering. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. The Company shall use commercially reasonable efforts to file an initial Registration Statement on Form F-1 with the Commission within five (i5) Within 15 days after Business Days (the first anniversary “Initial Registration Statement Filing Date”) following the date of the date hereofentry of the confirmation order of the Bankruptcy Court confirming the Plan (the “Confirmation Date”), to the extent permitted by the Commission’s rules and regulations, which registration statement shall cover the sale, resale or other distribution of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of the Registrable Securities (the “Form F-1 Shelf”). The Company shall use commercially reasonable efforts to have the Form F-1 Shelf declared effective by the Commission and to effectuate the transactions set forth in this Agreement as soon as reasonably practicable following the Initial Registration Statement Filing Date. After the Company becomes a Seasoned Issuer or WKSI or otherwise becomes eligible to use Form F-3, the Company shall cause use commercially reasonable efforts to be filed convert the Form F-1 Shelf to a Shelf Registration Statement providing for the sale on Form F-3 (or other appropriate short form registration statement then permitted by the Holders Commission’s rules and regulations) covering the resale of all of the Registrable Securities and will beneficially owned by the Holders on a delayed or continuous basis (the “Form F-3 Shelf” and, together with the Form F-1 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form F-1 Shelf is converted to a Form F-3 Shelf and the Company thereafter becomes ineligible to use Form F-3, by using commercially reasonable efforts to file a Form F-1 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof and thereafter use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by the Shelf Registration Statement are no longer Registrable Securities (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all Securities Act in accordance with this clause (i), the “Shelf Period”). The Company shall notify each of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend Holders named in the Shelf Registration Statement, if and via e-mail in accordance with Section 10(f), of the effectiveness of a Form F-1 Shelf on the same Business Day as required by the rules, regulations or instructions applicable to the registration form used by the effectiveness is obtained. The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed shall include a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation plan of a transaction is pending or an event has occurreddistribution, which negotiation, consummation or event would require additional disclosure by includes the Company means of distribution substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which form set forth in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExhibit B hereto.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the The Company shall cause to -------------------------------------- be filed within 10 business days after the expiration of the Holders Lock-up Period, a Shelf Registration Statement providing for the sale by the Holders of all Shelf Registrable Securities, not theretofore registered, in accordance with the Registrable Securities terms hereof and will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holders hold such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall -------- ------- not be deemed to have used its reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling the Holders covered thereby not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iiieffective or except as otherwise permitted by the last three sentences of Section 4(b). Notwithstanding anything in Section 4(b) Notwithstanding or Section 5 to the foregoingcontrary, the Company shall Holders will not be required to file a precluded from making offers or sales under the Shelf Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than an aggregate of one Holderhundred thirty two (132) days during any twelve-month period.

Filing of Shelf Registration Statement. (i) Within 15 days Promptly after the first anniversary date of the date hereofhereof and in any event on or before June 1, 1996, the Company shall cause to be filed a the Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities in accordance with the terms hereof, and the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) on or before June 30, 1996. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of with respect to the Registrable Securities covered by continuously effective so long as any Holder holds Registrable Securities until such time as each Holder has received an opinion of counsel to the Company (which opinion and counsel shall be reasonably satisfactory to the Holder) to the effect that each such Holder is permitted under Rule 144 to dispose of all of its Registrable Securities within three months without such registration. The Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed to have used its reasonable best efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities covered thereby during that period, unless such action is permitted by this Agreement or required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.declared

Filing of Shelf Registration Statement. (i) Within 15 days Beginning after the first anniversary date expiration of the date Lock-up Period, each Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by such Holder, subject to the terms and conditions hereof. Upon receipt by the Company of a written notice (a "Registration Notice") from one or more Holders that such Holder(s) propose to make a registered offer of a specified number of Registrable Securities (which number shall not be less than 50,000 or, if less, all of the Registrable Securities owned by the Holder(s)), the Company shall cause to be filed within 60 days of receipt by the Company of the Registration Notice a Shelf Registration Statement providing for the sale by the Holders such Holder(s) of the Registrable Securities specified in such Registration Notice (and, if the Company so elects, any Registrable Securities held by any other Holder or Holders) in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) . The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) 144 under the Securities Act during a single 90-day period and, subject to Article III hereofSection 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the selling Holders Holder(s) covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) . Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, and the Company so advises the affected Holder(s) in a writing signed by an executive officer of the Company; provided, however, that the Company may not (iv) The Company is not required to file delay, suspend or withdraw a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by for such reason for more than one Holder60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. (i) Within 15 days after Provided that such Holder has not elected, by written notice to the first anniversary date of Company delivered prior to such date, not to be named therein, and provided the date hereofHolder has provided the Company with such information as the Company shall reasonably request, the Company shall shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the sale resale by the Holders such Holder of the Holder’s Registrable Securities in accordance with the terms hereof. If the Company is eligible as a WKSI, the Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and will Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to cause such have the Shelf Registration Statement to be declared effective by the SEC as soon expeditiously as practicable. (ii) possible. The Company agrees to use its commercially reasonable best efforts to keep the a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective for a period expiring on under the date on which Securities Act until such time as the aggregate market value of all of the outstanding Registrable Securities covered (assuming for this purpose that all Units then held by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement Holders were redeemed or have become eligible exchanged for sale pursuant to Rule 144(kShares) is less than $5 million and, subject to Article III hereofSection 3.a(7), further agrees to supplement or amend the each Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectiveShelf Registrations. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may notnot delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than twice during any period of 12 consecutive months. 64 (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after Unless a Registration Statement with respect to a Piggy-Back Registration covering the resale of all of the Restricted Shares has been sooner filed in accordance with Section 2.2. and is still effective on the first anniversary date of the date hereofof this Agreement (which Piggy-Back Registration may or may not involve a “shelf” or “delayed” offering), the Company shall cause use commercially reasonable efforts to be prepare, and, promptly following the first anniversary of the date of this Agreement, file with the Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration (the form or forms so filed a referred to collectively as the “Shelf Registration Statement”), covering the resale of all of the Restricted Shares, including resales of Restricted Shares in privately negotiated transactions. The date upon which the Shelf Registration Statement providing for is actually filed is referred to herein as the sale by the Holders of the Registrable Securities and will “Initial Filing Date.” The Company shall use its commercially reasonable efforts to cause such have the Shelf Registration Statement to be declared effective by the SEC as soon as practicable. Commission within ninety (ii90) days after the Initial Filing Date. The Company agrees further undertakes to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Initial Registration Period (as defined below) with respect to all Shares and the resale thereof at all times during the Initial Registration Period. The Shelf Registration Statement (including each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to and approved by the holders of a majority of the Restricted Shares (such approval not to be unreasonably withheld) and one legal counsel selected by such Stockholders prior to the Company’s filing or other submission (such approval not to be unreasonably withheld) and the Company will not file any document in a form to which such counsel reasonably objects. For purposes hereof, the term “Initial Registration Period” shall mean the period expiring beginning on the date the Shelf Registration Statement is declared effective by the Commission (the “Shelf Registration Effective Date”) and ending on the first to occur of (i) the date on which all of Restricted Shares have been sold, (ii) the Registrable Securities covered by date on which the Shelf Registration Statement have been sold pursuant to is no longer effective, or (iii) the date that is three (3) years from the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectiveEffective Date. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.might

Filing of Shelf Registration Statement. (i) Within 15 days As promptly as reasonably practicable after the first anniversary date of Effective Date, and in any event within thirty (30) days following the date hereofEffective Date if the Company is then eligible to use Form S-3 or forty five (45) days following the Effective Date if the Company is not then eligible to use Form S-3, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 (the sale “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of the all applicable Registrable Securities and will beneficially owned by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement have been sold pursuant via e-mail to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the . The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed shall include a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation plan of a transaction is pending or an event has occurreddistribution, which negotiation, consummation or event would require additional disclosure by includes the Company means of distribution substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which form set forth in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExhibit B hereto.

Filing of Shelf Registration Statement. (i) Within 15 days Beginning after the first anniversary date expiration of the date Lock-up Period, the Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by the Holder, subject to the terms and conditions hereof. Upon receipt by the Company of a written notice (a "Registration Notice") from the Holder and/or one or more other Holders (the "Initiating Holder(s)") that the Holder and/or such other Holder(s) propose to make a registered offer of a specified number of Registrable Securities (which number shall not be less than 100,000), the Company shall shall: (A) within five (5) days after receipt of such Registration Notice give written notice of the proposed registration to all other Holders; and (B) in accordance with the terms hereof, promptly cause to be filed a Shelf Registration Statement providing for the sale by the Holders such Holder(s) of the Registrable Securities specified in such Registration Notice, together with all or such portion of the Registrable Securities of any Holder(s) joining in such request as are specified in written requests received by the Company within twenty (20) days after the date the Company mails the written notice referred to in clause (A), and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) . The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k144 under the Securities Act (or any successor rule under the Securities Act) and, subject to Article III hereofSection 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; providedPROVIDED, howeverHOWEVER, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the selling Holders covered thereby Holder not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) . Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event event, in the good faith judgment of a majority of the disinterested members of the Board of Directors of the Company or in the written opinion of counsel to the Company, would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide BONA FIDE business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might would cause the Registration Statement to fail to comply with the applicable disclosure requirements, and the Company delivers to such Holder(s) a certificate signed by the President of the Company to that effect; providedPROVIDED, howeverHOWEVER, that the Company may not not during any period of 12 consecutive months, delay, suspend or withdraw a Registration Statement for such reason for more than sixty (iv60) The days or more often than twice. Notwithstanding the foregoing, the Company is not required shall use its reasonable efforts to file with the SEC as soon as practicable after the Closing a separate Registration Statement, but registration statement registering the offer and sale to the Holder of the Shares that may file one Registration Statement covering be issued to the Registrable Securities held by more than one Holder upon the Holder's exercise of its Redemption Right.

Filing of Shelf Registration Statement. (i) Within 15 90 days after following the first anniversary date of the date hereofClosing Date, the Company shall cause to be filed with the SEC a Shelf Registration Statement shelf registration statement and related prospectus, including any preliminary prospectus and documents incorporated by reference (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by the Holders Preferred Unit Recipient of the its Registrable Securities Securities, and will agrees to use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) reasonably practicable thereafter. The Preferred Unit Recipient agrees to provide in a timely manner information regarding its proposed distribution of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Shelf Registration Statement. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring under the Securities Act until the earlier of (i) the first date on which the Preferred Unit Recipient has consummated the sale of all of its Registrable Securities registered under the Shelf Registration Statement, (ii) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act or (iii) the second anniversary of the date of this Agreement and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; providedShelf Registration. By selling Common Stock as part of the Shelf Registration, however, that the Company Preferred Unit Recipient shall not be deemed to have used its reasonable efforts agreed to keep a Registration Statement effective during all of the applicable period if terms and conditions of this SECTION 3 and to have agreed to perform any and all obligations relating to it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectivehereunder. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the The Company shall cause to be -------------------------------------- filed a on the first business day after the first anniversary of the consummation of the IPO the Shelf Registration Statement providing for the sale by the Holders of the all, but not less than all, of their Registrable Securities in accordance with the terms hereof and will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon thereafter as is practicable. (ii) . The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which (A) all Shares (and all Shares that such Holders have the right to obtain in exchange for Units) held by Holders who are not affiliates of the Shelf Registration Statement or have become Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) andunder the Securities Act and (B) all Shares (and all Shares that such Holders have the right to obtain in exchange for Units) held by each Holder who is an affiliate of the Company, subject in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to Article III hereofsuch Holder, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. Subject to Sections 5(b), 5(i) and 6, the Company further agrees to supplement or amend the Shelf Registration Statement, Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, -------- however, that the Company shall not be deemed to have used its reasonable ------- efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 5(b).

Filing of Shelf Registration Statement. Unless a Registration Statement with respect to a Demand Registration or Piggy-Back Registration has been sooner filed in accordance with Section 2.2 or 2.3, respectively, and is still effective on the first anniversary of the date of this Agreement (which Demand Registration or Piggy-Back Registration may or may not involve a “shelf” or “delayed” offering), the Registrants shall use commercially reasonable efforts to prepare, and, promptly following the first anniversary of the date of this Agreement, file with the Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration (the form or forms so filed referred to collectively as the “Shelf Registration Statement”), covering the resale of Restricted Shares, the amount of which shall be governed by Section 2.1.2 below. In the event a Registration Statement with respect to a Demand Registration or Piggy-Back Registration has been filed prior to, and is still effective on, the first anniversary of the date of this Agreement, the Registrants shall prepare and file the Shelf Registration Statement at the following times, and with respect to the following number of Restricted Shares: (i) Within 15 days after if the first anniversary date maximum number of Restricted Shares that could be registered pursuant to Section 2.1.2 have been registered in such Demand Registration or Piggy-Back Registration, as applicable, the Registrants shall file the Shelf Registration Statement promptly following the termination of the date hereofDemand Registration or Piggy-Back Registration, as applicable, with respect to the Company maximum number of Restricted Shares that may be registered pursuant to Section 2.1.2 (taking into account the number of Shares previously sold in such Demand Registration or Piggy-Back Registration, as applicable); and (ii) if the maximum number of Restricted Shares that could be registered pursuant to Section 2.1.2 have not been registered in such Demand Registration or Piggy-Back Registration, as applicable, then (A) the Registrants shall cause to be filed file a Shelf Registration Statement providing for promptly following the sale by the Holders first anniversary of the Registrable Securities date of this Agreement with respect to the Restricted Shares that may be registered under Section 2.1.2 below and will use its reasonable efforts are not being offered pursuant to cause such the then-effective Demand Registration or Piggy-Back Registration, as applicable, and (B) the Registrants shall file a Shelf Registration Statement promptly following the termination of the offering made pursuant to such Demand Registration or Piggy-Back Registration, as applicable, with respect to the Restricted Shares that were registered, but not sold, under such Demand Registration or Piggy-Back Registration, as applicable. In each case above, the number of Restricted Shares to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring registered on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.Shelf

Filing of Shelf Registration Statement. Promptly after the date hereof and in any event on or before the earlier to occur of (i) Within 15 days after the first anniversary date of 10th Business Day following the date hereofthat the Company's draft Registration Statement of Form SB-2 currently filed with the SEC is declared effective, and (ii) January 30, 2003, the Company shall cause to be filed a the Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities in accordance with the terms hereof, and the Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) on or before the 30th day following the date of filing of the Shelf Registration Statement. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of with respect to the Registrable Securities covered by continuously effective so long as any Holder holds Registrable Securities until such time as each Holder has sold all of its Registrable Securities pursuant to such Registration Statement. The Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed to have used its reasonable best efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities covered thereby during that period, unless such action is permitted by this Agreement or required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the The Company shall cause to -------------------------------------- be filed during the third quarter of each calendar year, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holders of all Shelf Registrable Securities, not theretofore registered, in accordance with the Registrable Securities terms hereof and will use its reasonable and diligent efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best and diligent efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holders holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed to have used -------- ------- its reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling the Holders covered thereby not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 4(b).

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the The Company shall use -------------------------------------- its best efforts to cause to be filed and declared effective on or before November 21, 1999 a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) Securities. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective (on Form S-1 or, when the Company is so eligible, Form S-3) for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant (ii) the date on which the Shares cease to Rule 144(k) andbe Registrable Securities. The Company further agrees to, subject to Article III hereofSection 5(b) and Section 5(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have -------- ------- used its reasonable best efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the . The Company shall have the right to include securities which are not be required to file Registrable Securities, including without limitation a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation primary Offering of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure securities by the Company for its own account, in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirementsany such Offering under this Section 3; provided, however, that the Company may not (iv) inclusion of such additional securities would not adversely affect or reduce the number of shares of Registrable Securities to be registered for the account of the Holders in any Offering of Registrable Securities which the Holders are effecting under such Registration Statement. The Company is not required undertakes to file a separate as soon practicable and use its best efforts to have the SEC declare effective any post-effective amendment necessary to permit the sale of Registrable Securities pursuant to such Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after Following the first anniversary date expiration of -------------------------------------- the date hereofHolder Lock-up Period, the Company shall cause to be filed during the third quarter of each calendar year, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holders Holder of all Shelf Registrable Securities, not theretofore registered, in accordance with the Registrable Securities terms hereof and will use its reasonable and diligent efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best and diligent efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, -------- however, that the Company shall not be deemed to have used its reasonable and ------- diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby the Holder not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 4(b).

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company CharterMac shall cause to be filed file a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities by January 17, 2004, and will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC Commission as soon as practicable. (ii) The Company . CharterMac agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, promulgated under the Securities Act and further agrees during such period to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company CharterMac for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) . Notwithstanding the foregoing, the Company CharterMac shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company CharterMac in the Registration Statement of material information which the Company CharterMac has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company CharterMac may not not delay, suspend or withdraw a Registration Statement for such reason for more than (iv60) The Company days or more often than twice during any period of 12 consecutive months. CharterMac is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after After January 1, 2004, from time to time upon the first anniversary date written request of the date hereofAmgen, the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable, but in no event later than ten (10) business days after receipt of Amgen’s request, a Shelf Registration Statement providing for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the sale Act registering the resale from time to time by the Holders of all of the Registrable Securities then held by the Holders (each a “Shelf Registration Statement”), provided that no Registrable Securities that are then subject to an effective Registration Statement shall be required to be included therein. Each Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Shelf Registration Statement (such methods of distribution to include underwritten offerings and will other methods designated in writing by the Holders pursuant to Section 2(c)). The Company shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statements. The Company shall use its commercially reasonable efforts to cause such each Shelf Registration Statement to be declared effective by under the SEC Act, as soon as practicable. , but in no event later than the date that is ninety (ii90) days after the Shelf Registration Statement is initially filed by the Company with the SEC. The Company agrees to shall use its commercially reasonable best efforts to keep the each Shelf Registration Statement continuously effective under the Act (subject to Section 2(d)) for a period expiring on not exceeding the earlier of: (i) the date on which all of the Holders may sell all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for included in such Shelf Registration Statement without restriction under Rule 144 of the Act; or by (ii) such time as Holders, their Permitted Transferees and assigns do not hold any Registrable Securities (the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the “Shelf Effectiveness Period”). The Company shall not be deemed not to have used its commercially reasonable efforts to keep a Shelf Registration Statement effective during the applicable period Shelf Effectiveness Period if among other things it voluntarily takes any action that would result in selling Holders covered thereby of Registrable Securities not being able to offer and sell such Registrable Securities at any time during that periodthe Shelf Effectiveness Period, unless such action is (x) required under by applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Registration Statement Company’s obligations hereunder), including the acquisition or divestiture of material information which the Company has a bona fide business purpose for keeping confidential assets, and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (ivy) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held permitted by more than one HolderSection 2(d) hereof.

Filing of Shelf Registration Statement. (i) Within 15 No later than 90 days after the first anniversary date of the date hereof, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 covering the sale by the Holders resale of all of the Registrable Securities held by the Holders to the extent not already registered for resale by such Holders on an effective Registration Statement on a delayed or continuous basis (the “Form S-3 Shelf”). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall instead file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). In the event that the Company files such Shelf Registration Statement on a Form S-1 Shelf and will thereafter becomes a Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall cause the Shelf Registration Statement to be declared effective under the Securities Act no later than the 10th day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, or in the event of a “limited review” or “review” by the Commission, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, including using commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective (x) no later than the 40th day following such filing in the event of “limited review” by the SEC as soon as practicable. Commission or (iiy) The no later than the 60th day following such filing in the event of a “review” by the Commission, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company agrees thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than 10 Business Days after the date of such ineligibility and using its commercially reasonable best efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than 20 days after the date of such filing) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall notify the Holders named in any Shelf Registration Statement have been sold pursuant via facsimile or by e-mail of the effectiveness of a Form S-1 Shelf on the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as extent required by the rules, regulations or instructions applicable to the registration form used by the Company for Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement or shall provide for all permitted means of disposition of Registrable Securities reasonably requested to be included by the Securities Act Holders named therein, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by any other rules brokers and regulations thereunder for shelf registration; provided, however, that the Company shall sales not be deemed to have used its reasonable efforts to keep involving a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectivepublic offering. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. The Registrants shall use commercially reasonable efforts to prepare, and, promptly following May 16, 2007, file with the Commission a Registration Statement or Registration Statements (ias is necessary) Within 15 days after on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration (the first anniversary date form or forms so filed referred to collectively as the “Shelf Registration Statement”), covering the resale of all of the Restricted Shares. The date hereof, upon which the Company shall cause to be filed a Shelf Registration Statement providing for is actually filed is referred to herein as the sale by the Holders of the Registrable Securities and will “Initial Filing Date.” The Registrants shall use its commercially reasonable efforts to cause such have the Shelf Registration Statement to be declared effective by the SEC as soon as practicable. Commission within ninety (ii90) days after the Initial Filing Date. The Company agrees Registrants further undertake to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Initial Registration Period (as defined below) with respect to all Shares and the resale thereof at all times during the Initial Registration Period. The Shelf Registration Statement (including each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to and approved by the Shareholder and one legal counsel selected by such Shareholder prior to the Registrants’ filing or other submission (such approval not to be unreasonably withheld) and the Registrants will not file any document in a form to which such counsel reasonably objects. For purposes hereof, the term “Initial Registration Period” shall mean the period expiring beginning on the date the Shelf Registration Statement is declared effective by the Commission (the “Shelf Registration Effective Date”) and ending on the first to occur of (i) the date on which all of Restricted Shares have been sold, (ii) the Registrable Securities covered by date on which the Shelf Registration Statement have been sold pursuant to is no longer effective, or (iii) the date that is three (3) years from the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectiveEffective Date. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. On or before the later to occur of (ix) Within 15 the date that is 60 calendar days after the first anniversary date of the date hereofEffective Date and (y) April 1, 2002, the Company shall cause to be filed will file with the SEC a Shelf Registration Statement providing for covering the sale by the Holders resale of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. Stockholders on a continuous basis pursuant to Rule 415 under the Securities Act (iithe "SHELF REGISTRATION STATEMENT") on Form S-1. The Company agrees to will use its reasonable best efforts to keep cause the Shelf Registration Statement (a) to be declared effective under the Securities Act within 90 calendar days after the date such Shelf Registration Statement is initially filed with the SEC and (b) once effective, to remain continuously effective for a period expiring ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary of the date on which all of the SEC declares such Shelf Registration Statement effective (subject to extension pursuant to ARTICLE V or SECTION 6.3). The Company will not register any securities other than Registrable Securities covered by pursuant to the Shelf Registration Statement have been sold Statement; PROVIDED, HOWEVER, that, as contemplated by the Debt Registration Rights Agreement, dated even date herewith, among the Company and the Stockholders, the Company will be permitted to register pursuant to the Shelf Registration Statement or have become eligible for sale debt securities of the Company issued to the Stockholders pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Plan. The plan of distribution contained in the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable Statement shall permit Underwritten Offerings. The Company will be permitted to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed file on Form S-3 a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Shelf Registration Statement, but or take such other action as may file one be necessary to convert the Shelf Registration Statement covering from Form S-1 to Form S-3, at such time the Registrable Securities held by more than one HolderCompany becomes eligible, in its sole discretion, to use Form S-3.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereofof the closing of the consolidation pursuant to the Registration Statement on Form S-4 initial public offering, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders Holder of the Registrable Securities and will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its commercially reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders Holder covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may notnot delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than four times during any period of 12 consecutive months. (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. On or before the sixtieth -------------------------------------- (i60th) Within 15 days after day following the first anniversary date of the date hereofthis Agreement, or as soon as practicable thereafter, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the all Shelf Registrable Securities in accordance with the terms hereof and will use its reasonable and diligent efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best and diligent efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holders hold such Shelf Registrable Securities. Subject to Section 3(b) and Section 3(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed to have used -------- ------- its reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling the Holders covered thereby not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 3(b).

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the The Company shall cause to be filed during the third quarter of each calendar year, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holders Holder of all Shelf Registrable Securities, not theretofore registered, in accordance with the Registrable Securities terms hereof and will use its reasonable and diligent efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best and diligent efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; providedPROVIDED, howeverHOWEVER, that the Company shall not be deemed to have used its reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby the Holder not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 4(b).

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file delay, suspend or withdraw a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by for such reason for more than one Holder60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. (i) Within 15 days As promptly as reasonably practicable after the first anniversary date of Effective Date, and in any event within thirty (30) days following the date hereofEffective Date if the Company is then eligible to use Form S-3 or forty five (45) days following the Effective Date if the Company is not then eligible to use Form S-3, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 (the sale “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of the all applicable Registrable Securities and will beneficially owned by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement have been sold pursuant via e-mail to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the . The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during shall include a plan of distribution in a reasonable and customary form provided by counsel for the Holders of a Majority of Included Securities being registered in the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and reasonably acceptable to the SEC has not declared it effectiveCompany. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may notnot -4- 50 delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than twice during any period of 12 consecutive months. (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 60 days after the first six month anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) . The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) 144 promulgated under the Securities Act and, subject to Article III Section 3(b) and Section 3(i) hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not -3- 194 declared it effective. (iii) . Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) not delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than twice during any period of 12 consecutive months. The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. No later than sixty (i60) Within 15 days after the first anniversary date earlier of the date hereofconsummation of an initial Public Offering and filing of the Initial Registration, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 covering the sale by the Holders resale of all of the Registrable Securities held by the Holders on a delayed or continuous basis (the “Form S-3 Shelf”). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). In the event that the Company files such Shelf Registration Statement on a Form S-1 Shelf and will thereafter becomes a Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the SEC as soon as practicable. Commission, (iiy) The no later than the forty-fifth (45th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the seventy-fifth (75th) day following the filing of the Shelf Registration Statement, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company agrees thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable best 2 the fifth anniversary of the effective date efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than thirty (30) days after the date of such filing) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall notify the Holders named in the Shelf Registration Statement have been sold pursuant via facsimile or by e-mail of the effectiveness of a Form S-1 Shelf on the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as extent required by the rules, regulations or instructions applicable to the registration form used by the Company for Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by the Securities Act or by any other rules brokers and regulations thereunder for shelf registration; provided, however, that the Company shall sales not be deemed to have used its reasonable efforts to keep involving a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectivepublic offering. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after Subject to Section 2(c), if the first anniversary date of Company receives from Worldspan a written request that the date hereofCompany effect a registration on Form S-3, then the Company shall cause to be filed a filed, the Shelf Registration Statement providing for the sale by the Holders Worldspan of all of the Registrable Securities in accordance with the terms hereof and will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. practicable thereafter; provided, however, that the aggregate price of the Registrable Securities proposed to be sold to the public by Worldspan and any other holders of the Company's securities eligible to participate pursuant to such registration (iinet of underwriters' discount and commissions) is equal to or greater than $500,000. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of with respect to the Registrable Securities covered by continuously effective so long as Worldspan holds Registrable Securities or any warrants to purchase Registrable Securities. Subject to Section 3(b) and Section 3(i), the Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed to have used its reasonable 6 efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby Worldspan not being able to sell such Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. Not later than the ninety (i90) Within 15 days after the first anniversary date of the date hereofthis Agreement, the Company CharterMac shall cause to be filed file a Shelf Registration Statement pursuant to Rule 415(a)(6) providing for the sale by the Holders of the Registrable Securities and Securities. If CharterMac is (i) a "well-known seasoned issuer", the Shelf Registration Statement shall be immediately effective pursuant to Rule 462 or (ii) not a "well-known seasoned issuer," CharterMac will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC Commission as soon as practicable. (ii) The Company . CharterMac agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, promulgated under the Securities Act and further agrees during such period to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company CharterMac for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment registration to the Registration Statement and extent necessary to ensure that it is available for resales by the SEC has not declared it effective. (iii) Holders of the Registrable Securities. Notwithstanding the foregoing, the Company CharterMac shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company CharterMac in the Registration Statement of material information which the Company CharterMac has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company CharterMac may not not delay, suspend or withdraw a Registration Statement for such reason for more than sixty (iv60) The Company days or more often than twice during any period of twelve (12) consecutive months. CharterMac is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (a) If the Company shall receive from a Purchaser at any time prior to the earlier of (i) Within 15 ninety (90) days after the first anniversary date closing of a public offering of debt or equity securities of the date hereofCompany resulting in net proceeds to the Company in excess of $5 million, and (ii) June 30, 1998, a written request that the Company effect any registration on Form S-3 or another appropriate form with respect to all or a part of the Registrable Securities, the Company shall will: (i) promptly give written notice of the proposed registration to all other Purchasers; (ii) as soon as practicable, use its best efforts to file with the Commission and use its best efforts to cause to be filed declared effective under the Securities Act, a shelf registration statement (the "Shelf Registration Statement providing for Statement") relating to the offer and sale by the Holders of the Registrable Securities by the Purchasers from time to time and will use its reasonable efforts to cause set forth in such Shelf Registration Statement to be declared effective by the SEC as soon as practicable.Statement; (iiiii) The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders for a period expiring on no longer than three (3) years from the date on which of this Agreement, or such shorter period that will terminate when (x) all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant otherwise, or (y) the date on which there ceases to Rule 144(k) andbe outstanding any Registrable Securities (in any such case, subject to Article III hereof, further agrees to supplement or amend such period being called the "Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Period"). The Company shall not be deemed to have used failed to use its reasonable best efforts if such Shelf Registration Statement shall cease to be available for sale of Registrable Securities during the requisite period because such action is required by applicable law or because such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including any financing, the acquisition or divestiture of assets, corporate reorganization or other material transaction involving the Company so long as the Company as soon as practicable thereafter takes such action as would again permit the sale of the Registrable Securities in accordance with the requirements of the Securities Act; and (iv) prepare and file with the Commission such amendments, including post effective amendments, to the Shelf Registration Statement as may be necessary to keep a such Registration Statement continuously effective for the applicable time period; cause the related Prospectus to be supplemented by any required Prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Shelf Registration Statement during the applicable period if it voluntarily takes any action that would result set forth in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the SEC has not declared it effectiveas so amended or in such Prospectus as so supplemented. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days As promptly as practicable after the first anniversary date of Effective Date, and in any event within thirty (30) days following the date hereofEffective Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Effective Date if the Company is not then eligible to use Form S-3, the Company shall cause to be filed file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and will otherwise eligible to use its such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution in a reasonable and customary form provided by counsel for the Holders of a period expiring on the date on which all Majority of the Registrable Securities covered by being registered in the applicable Shelf Registration Statement have been sold pursuant and reasonably acceptable to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Company. Notwithstanding the foregoing, in no event shall the Company shall not be required to file a Shelf Registration Statement or pursuant to keep a Registration Statement effective if this Section 2(a) earlier than the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder10-K Reference Date.

Filing of Shelf Registration Statement. Provided that such Holder has not delivered an Exclusion Notice (ias defined herein) Within 15 days after to the first anniversary date of Company and has timely provided the date hereofinformation requested by the Company pursuant to Section 2.3, the Company shall shall, not later than the Required Filing Date (as defined herein) specified in the Supplement to which a Holder is a party, cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the sale resale by the Holders such Holder of the Registrable Securities for which such Holder’s New Units (as defined in the applicable Supplement) are redeemable in accordance with the terms hereof. If the Company is eligible as a WKSI, the Shelf Registration Statement shall use the automatic shelf registration process under Rule 415 and will Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then the Company shall utilize Form S-3 (or any similar short-form registration statement), if it is then available, and use its commercially reasonable efforts to cause such have the Shelf Registration Statement to be declared effective by the SEC as soon expeditiously as practicable. (ii) possible. The Company agrees to use its commercially reasonable best efforts to keep the a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective for a period expiring on under the date on which Securities Act until such time as the aggregate market value of all of the outstanding Registrable Securities covered (assuming for this purpose that all Units then held by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement Holders were redeemed or have become eligible exchanged for sale pursuant to Rule 144(kShares) is less than $[5 million] and, subject to Article III hereofSection 3(g), further agrees to supplement or amend the each Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectiveShelf Registrations. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date In fulfillment of the date its obligation to file a registration statement pursuant to Section 2 hereof, upon the written request of a Holder the Company shall may cause to be filed a shelf registration statement (the "Shelf Registration Statement Statement") providing for the sale by the Holders of the all, but not less than all, of their Registrable Securities in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon thereafter as is practicable. (ii) . The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to thereto and (ii) the Shelf Registration Statement date on which (A) all Shares that such Holders own or have become the right to obtain in exchange for Units held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) andunder the Securities Act and (B) all Shares that such Holders own or have the right to obtain in exchange for Units held by each Holder who is an affiliate of the Company, subject in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to Article III hereofsuch Holder, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. Subject to Sections 5(b), 5(i) and 6, the Company further agrees to supplement or amend the Shelf Registration Statement, Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Selling Holders covered thereby not being able to sell such Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement registration statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 5(b).

Filing of Shelf Registration Statement. (i) Within 15 days Beginning after the first anniversary date expiration of the date Lock-up Period, a Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by the Holder, subject to the terms and conditions hereof. Upon receipt by the Company of a written notice (a "Registration Notice") from one or more of the Holders that such Holder(s) propose to make a registered offer of a specified number of Registrable Securities (which number shall not be less than 25,000), the Company shall cause to be filed within 60 days of receipt by the Company of the Registration Notice a Shelf Registration Statement providing for the sale by the Holders Holder(s) of the Registrable Securities specified in such Registration Notice (and, if the Company so elects, any Registrable Securities held by any other Holder or Holders) in accordance with the terms hereof and will use its reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) . The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) 144 under the Securities Act during a single 90-day period and, subject to Article III hereofSection 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby a Holder's not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) . Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, and the Company so advises the Holder(s) in a writing signed by an executive officer of the Company; provided, however, that the Company may not (iv) The Company is not required to file delay, suspend or withdraw a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by for such reason for more than one Holder60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. (ia) A Holder or Holders in the aggregate holding 25% or more in principal amount of the New Senior Notes has the right to request in writing to the Company that the Company and the Guarantors effect a shelf registration statement (the "Shelf Registration Statement") covering all or part of their Registrable Securities with the SEC under and in accordance with the provisions of the Securities Act (the "Shelf Registration"). Within 15 calendar days after the first anniversary date receipt of the date hereofsuch request, the Company shall give notice of such request to the other Holders. The Company and the Guarantors will include in such registration, all Registrable Securities held by any selling Holder with respect to which the Company has received a written request for inclusion therein within 15 calendar days after the receipt of the Company's notice. The Company shall use its best efforts to cause, and will cause each of the Guarantors to be filed a use its best efforts to cause, the Shelf Registration Statement providing for the sale by the Holders of the Registrable Securities and will use its reasonable efforts to cause such Shelf Registration Statement (i) to be declared effective by under the SEC as soon as practicable. Securities Act within 90 days (but in no event more than 180 days) following the date of the request and (ii) The Company agrees once effective, to use its reasonable best efforts to keep the Shelf Registration Statement remain continuously effective for a period expiring ending on the earlier of: (A) the first date on which there ceases to be any Registrable Securities; and (B) the second anniversary of the date on which all of the SEC declares such Shelf Registration Statement effective ("Effective Period") (subject to extension pursuant to Section 4.5). The Company and the Guarantors shall not register any securities other than Registrable Securities covered by pursuant to the Shelf Registration Statement have been sold Statement; provided, however, that, as contemplated by the registration rights agreement covering certain New MPAN Common Stock (as defined in the Joint Plan), dated as of even date herewith, among the Company and the parties named therein, the Company shall be permitted to register pursuant to the Shelf Registration Statement or have become eligible for sale other securities of the Company issued pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Joint Plan. The plan of distribution contained in the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Statement shall permit Underwritten Offerings. The Shelf Registration Statement or by shall comply as to form in all material respects with the requirements of the Securities Act or by any other and the rules and regulations thereunder for shelf registration; providedpromulgated thereunder, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell permitting registration of such Registrable Securities during that periodfor resale by the Holders in the manner or manners designated by them (including, unless such action is required under applicable law without limitation, one or more underwritten public offerings). If the Company has filed a post-effective amendment to the Shelf Registration Statement and ceases to be effective for any reason at any time during the SEC has not declared it effective. Effective Period (iii) Notwithstanding other than because of the foregoingsale of all of the securities registered thereunder), the Company shall not be required use its best efforts to file a Registration Statement or to keep a Registration Statement effective if obtain the negotiation or consummation prompt withdrawal of a transaction is pending or an event has occurredany order suspending the effectiveness thereof, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in Effective Period shall be extended pursuant to Section 4.5 for the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExtension Period.

Filing of Shelf Registration Statement. (i) Within 15 As soon as reasonably practicable after the Effective Date, and in any event not later than thirty (30) days after the first anniversary date of Effective Date (the date hereof“Initial Filing Deadline”), the Company shall cause file a Registration Statement for a Shelf Registration on Form S-1 covering the resale of all of the Registrable Securities held by the Form S-1 Shelf Holders on a delayed or continuous basis (a “Form S-1 Shelf”). In the event that the Company files the Form S-1 Shelf and thereafter becomes eligible to be filed use a Shelf Registration Statement providing for on Form S-3 (a “Form S-3 Shelf”; and together with a Form S-1 Shelf, a “Shelf Registration Statement”), the sale by the Holders of the Registrable Securities and will Company shall use its reasonable best efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. (ii) Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) calendar day following the Initial Filing Deadline in the event of no “review” by the SEC Commission, (y) no later than the forty-fifth (45th) calendar day following the Initial Filing Deadline in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the seventy-fifth (75th) calendar day following the Initial Filing Deadline, and shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement have been disposed by the Holder thereof or are no longer Registrable Securities. If a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company thereafter became ineligible to use Form S-3, the Company shall file a Form S-1 Shelf not later than twenty (20) Business Days after the date of such ineligibility, and shall use its reasonable best efforts to have such Registration Statement declared effective as soon promptly as practicable. practicable (iibut in no event more than thirty (30) The days after the date of such filing) (the period during which the Company agrees to shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by under the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that in accordance with this Section 2.1(a)(ii) is referred to as the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective“Shelf Period”). (iii) Notwithstanding the foregoing, the The Company shall not be required to file a notify the Holders named in the Shelf Registration Statement via facsimile or to keep a Registration Statement effective if by e-mail of the negotiation or consummation effectiveness of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by Form S-1 Shelf on the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, same Business Day that the Company may not (iv) telephonically confirms effectiveness with the Commission. The Company is not required to shall file a separate Registration Statement, but may file one final Prospectus with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement covering shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the Registrable Securities held market, purchases or sales by more than one Holderbrokers and sales not involving a public offering.

Filing of Shelf Registration Statement. (i) Within 15 days Following the Corporation’s IPO and from and after such time as the first anniversary date Corporation shall have qualified for the use of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for on Form S-3 or any successor form thereto, at the sale by prior written request of a Holder of Registrable Securities, the Holders of Corporation shall (i) promptly prepare and file with (or confidentially submit to) the Commission a Shelf Registration Statement on Form S-3 or its successor form that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto and will (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC Commission as soon as practicable. practicable thereafter; provided, that following a registered offering of Corporation Securities (iiother than a registration (a) The Company agrees pursuant to use its reasonable best efforts a registration statement on Form S-8 (or other registration solely relating to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all an offering or sale to employees or directors of the Registrable Securities covered by the Shelf Registration Statement have been sold Corporation pursuant to the Shelf Registration Statement any employee stock plan or have become eligible for sale other employee benefit arrangement), (b) pursuant to Rule 144(k) and, a registration statement on Form S-4 (or similar form that relates to a transaction subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by Rule 145 under the Securities Act or by any other rules and regulations thereunder for shelf registration; providedsuccessor rule thereto), however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes or (c) in connection with any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law dividend reinvestment or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoingsimilar plan, the Company Corporation shall not be required to file a Shelf Registration Statement or pursuant to keep a Registration Statement this Section 1.4 until ninety (90) days following the effective if the negotiation or consummation date of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one such Registration Statement covering the Corporation Securities. If, after the filing of a Shelf Registration Statement, a Holder of Registrable Securities held by requests registration under the Securities Act of additional Registrable Securities pursuant to such Shelf Registration, the Corporation shall use its commercially reasonable efforts to amend such Shelf Registration Statement to cover such additional Registrable Securities; provided, that the Corporation shall not be required to so amend such Shelf Registration Statement more than once every fiscal quarter of the Corporation. The Corporation shall use its commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for as long as any Registrable Securities are outstanding. In no event shall the Corporation be required to file, and maintain effectiveness of, more than one HolderShelf Registration Statement at any one time pursuant to this Section 1.4.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the The Company shall cause to be filed on or before the first anniversary of the date of this Agreement, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holders Holder of all Shelf Registrable Securities, in accordance with the Registrable Securities terms hereof and will use its reasonable and diligent efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best and diligent efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; providedPROVIDED, howeverHOWEVER, that the Company shall not be deemed to have used its reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby the Holder not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 4(b).

Filing of Shelf Registration Statement. (ia) Within 15 days after As promptly as practicable following the first anniversary date of the date hereofEffective Date, the Company shall cause to be filed file with the SEC a Shelf Registration Statement providing for covering the sale by the Holders resale of the Registrable Securities and will by the Holders on a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"). The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement (A) to be declared effective by under the SEC as soon as practicable. Securities Act within 90 days (iibut in no event more than 180 days) The Company agrees following the Effective Date and (B) once effective, to use its reasonable best efforts to keep the Shelf Registration Statement remain continuously effective for a period expiring ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary of the date on which all of the SEC declares such Shelf Registration Statement effective ("Effective Period") (subject to extension pursuant to Section 5.5). The Company shall not register any securities other than Registrable Securities covered by pursuant to the Shelf Registration Statement have been sold Statement; provided, however, that, as contemplated by the registration rights agreement covering certain Junior Lender Notes (as defined in the Joint Plan), dated as of even date herewith, among the Company and the parties named therein, the Company shall be permitted to register pursuant to the Shelf Registration Statement or have become eligible for sale other securities of the Company issued pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Joint Plan. The plan of distribution contained in the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Statement shall permit Underwritten Offerings. The Shelf Registration Statement or by shall comply as to form in all material respects with the requirements of the Securities Act or by any other and the rules and regulations thereunder for shelf registration; providedpromulgated thereunder, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell permitting registration of such Registrable Securities during that periodfor resale by the Holders in the manner or manners designated by them (including, unless such action is required under applicable law without limitation, one or more underwritten public offerings). If the Company has filed a post-effective amendment to the Shelf Registration Statement and ceases to be effective for any reason at any time during the SEC has not declared it effective. Effective Period (iii) Notwithstanding other than because of the foregoingsale of all of the securities registered thereunder, the Company shall not be required use its best efforts to file a Registration Statement or to keep a Registration Statement effective if obtain the negotiation or consummation prompt withdrawal of a transaction is pending or an event has occurredany order suspending the effectiveness thereof, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in Effective Period shall be extended pursuant to Section 5.5 for the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExtension Period.

Filing of Shelf Registration Statement. As soon as reasonably practicable after the Effective Date, and in any event not later than sixty (i60) Within 15 days after the first anniversary date of the date hereofEffective Date, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 covering the sale by the Holders resale of all of the Registrable Securities held by the Initial Holders (and will any additional Holder that the Company has received notice of) on a delayed or continuous basis (the “Form S-3 Shelf”). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). In the event that the Company files such Shelf Registration Statement on a Form S-1 Shelf and thereafter becomes eligible to file such Shelf Registration Statement on Form S-3, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) calendar day following the filing of the Shelf Registration Statement in the event of no “review” by the SEC as soon as practicable. Commission, (iiy) The no later than the forty-fifth (45th) calendar day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, no later than the sixtieth (60th) calendar day following the filing of the Shelf Registration Statement, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company agrees thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable best efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than thirty (30) days after the date of such filing) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall notify the Holders named in the Shelf Registration Statement have been sold pursuant to via facsimile or by e-mail of the effectiveness of a Shelf Registration Statement or have become eligible for sale pursuant on the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as extent required by the rules, regulations or instructions applicable to the registration form used by the Company for Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by the Securities Act or by any other rules brokers and regulations thereunder for shelf registration; provided, however, that the Company sales not involving a public offering and shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holderform provided on Exhibit A hereto.

Filing of Shelf Registration Statement. No later than ninety (i90) Within 15 days after the first anniversary date consummation of an initial Public Offering (unless otherwise restricted based on agreements entered into with the managing underwriter of the date hereofinitial Public Offering, in which case as soon thereafter as practicable), (x) the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable Securities held by the Holders (the “Form S-3 Shelf”), or (y) if the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall cause to be filed file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). In the event that the Company files such Shelf Registration Statement providing for on a Form S-1 Shelf and thereafter becomes a Seasoned Issuer or WKSI, the sale by the Holders of the Registrable Securities and will Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the SEC as soon as practicable. Commission, (iiy) The no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the ninetieth (90th) day following the filing of the Shelf Registration Statement, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company agrees thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable best efforts to have such Form S-1 declared effective as promptly as practicable (but in no event more than thirty (30) days after the date of such filing) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall notify the Holders named in the Shelf Registration Statement have been sold pursuant to via facsimile or by e-mail of the effectiveness of the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the (unless an Automatic Shelf Registration Statement, if and as ) on the same Business Day that the Company telephonically or otherwise confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission to the extent required by the rules, regulations or instructions applicable to the registration form used by the Company for Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm- commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by the Securities Act or by any other rules brokers and regulations thereunder for shelf registration; provided, however, that the Company shall sales not be deemed to have used its reasonable efforts to keep involving a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectivepublic offering. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (ia) Within 15 days after OpenTV may at any time in its sole discretion, but shall not be required to, prepare and file a "shelf" registration statement with respect to the first anniversary date of Consideration Shares on Form S-3, or any other appropriate form under the date hereofSecurities Act (the "Shelf Registration Statement"), the Company shall cause for an offering to be filed made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. OpenTV agrees to give the Holders not less than five Business Days advance notice of its intent to file the Shelf Registration Statement. (b) Before filing a Shelf Registration Statement providing for the sale or Prospectus or any amendments or supplements thereto (other than documents incorporated by reference), OpenTV shall provide counsel to the Holders of the Registrable Securities with a reasonable opportunity to review and will use its reasonable efforts to cause comment on such Shelf Registration Statement and each Prospectus included therein (and each such amendment and supplement thereto) to be filed with the Commission. OpenTV may, for any reason and without the consent of the Holders, delay, suspend, abandon or withdraw any Shelf Registration Statement and any related offering or distribution of Consideration Shares proposed to be made thereunder. (c) At the time a Shelf Registration Statement is declared effective by the SEC Commission, the Holders holding Consideration Shares shall be named as soon as practicable. (ii) The Company agrees to use its reasonable best efforts to keep selling securityholders in the Shelf Registration Statement continuously effective for and the Prospectus in such a period expiring on manner as to permit the date on which Holders to deliver such Prospectus to purchasers of Consideration Shares in accordance with applicable law under ordinary circumstances. (d) Except as specifically provided herein, OpenTV shall pay all of the Registrable Securities covered by the Shelf Registration Statement have been sold Expenses in connection with registrations pursuant to this Section 3.01. Except as set forth in the Shelf definition of Registration Statement Expenses, the Holders shall pay all fees and expenses of counsel for such Holders and all underwriting discounts and commissions, if any, relating to the sale or have become eligible for sale disposition of such Holders' Consideration Shares pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the any Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iiie) Notwithstanding If any registration in respect of Consideration Shares pursuant to this Section 3.01 is in the foregoingform of an underwritten Public Offering, OpenTV shall have the Company shall not be required right to file a Registration Statement select the managing underwriter or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurredco-managing underwriters for such Public Offering, which negotiation, consummation or event would require additional disclosure by underwriter shall be reasonably acceptable to the Company in Holders holding a majority of the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderConsideration Shares.

Filing of Shelf Registration Statement. (i) Within 15 No later than 90 days after the first anniversary date of the date hereof, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-3 covering the sale by the Holders resale of all of the Registrable Securities held by the Holders on a delayed or continuous basis (the “Form S-3 Shelf”). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall instead file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). In the event that the Company files such Shelf Registration Statement on a Form S-1 Shelf and will thereafter becomes a Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall cause the Shelf Registration Statement to be declared effective under the Securities Act no later than the 10th day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, or in the event of a “limited review” or “review” by the Commission, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, including using commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective (x) no later than the 40th day following such filing in the event of “limited review” by the SEC as soon as practicable. Commission or (iiy) The no later than the 60th day following such filing in the event of a “review” by the Commission, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company agrees thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than 10 Business Days after the date of such ineligibility and using its commercially reasonable best efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than 20 days after the date of such filing) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall notify the Holders named in the Shelf Registration Statement have been sold pursuant via facsimile or by e-mail of the effectiveness of a Form S-1 Shelf on the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as extent required by the rules, regulations or instructions applicable to the registration form used by the Company for Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement or shall provide for all permitted means of disposition of Registrable Securities reasonably requested to be included by the Securities Act Holders named therein, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by any other rules brokers and regulations thereunder for shelf registration; provided, however, that the Company shall sales not be deemed to have used its reasonable efforts to keep involving a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectivepublic offering. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. (i) Within 15 days after the first anniversary date of the date hereof, the The Company shall cause to -------------------------------------- be filed during the third quarter of each calendar year, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holders Holder of all Shelf Registrable Securities, not theretofore registered, in accordance with the Registrable Securities terms hereof and will use its reasonable and diligent efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best and diligent efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed to have used -------- ------- its reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby the Holder's not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement effective or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure except as otherwise permitted by the Company in the Registration Statement last three sentences of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderSection 4(b).

Filing of Shelf Registration Statement. (i) Within 15 The Company shall cause to -------------------------------------- be filed within 10 business days after the first anniversary date of the date hereof, the Company shall cause to be filed a Shelf Registration Statement providing for the sale by the Holders of all Shelf Registrable Securities, not theretofore registered, in accordance with the Registrable Securities terms hereof and will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. (ii) practicable thereafter. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective for a period expiring on so long as the date on which all of Holders hold such Shelf Registrable Securities. Subject to Section 3(b) and Section 3(i), the Registrable Securities covered by Company further agrees to amend the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationthereunder; provided, however, that the Company shall not be deemed -------- ------- to have used its reasonable and diligent efforts to keep a the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling the Holders covered thereby not being able to sell such Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective. (iiieffective or except as otherwise permitted by the last three sentences of Section 3(b). Notwithstanding anything in Section 3(b) Notwithstanding or Section 4 to the foregoingcontrary, the Company shall Holders will not be required to file a precluded from making offers or sales under the Shelf Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than an aggregate of one Holderhundred thirty two (132) days during any twelve-month period.

Filing of Shelf Registration Statement. (i) Within 15 Promptly after the Effective Date, but in no event later than 75 days after the first anniversary date of Effective Date, to the date hereofextent permitted by the Commission’s rules and regulations, the Company shall cause to be filed file a Registration Statement for a Shelf Registration Statement providing for on Form S-11 covering the sale by the Holders resale of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis (the “Form S-11 Shelf”). After the Company becomes a Seasoned Issuer or WKSI, the Company shall convert the Form S-11 Shelf to a Registration Statement on Form S-3 (or other appropriate short form registration statement then permitted by the Commission’s rules and will regulations) covering the resale of all of the Registrable Securities beneficially owned by the Holders on a delayed or continuous basis (the “Form S-3 Shelf” - 7 - and, together with the Form S-11 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-11 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-11 Shelf or other appropriate form specified by the SEC Commission’s rules and regulations as soon promptly as practicable. reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (ii) The the period during which the Company agrees to use its reasonable best efforts is required to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall promptly notify the Holders named in the Shelf Registration Statement have been sold pursuant via e-mail to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend addresses set forth on Schedule I hereof of the Shelf Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the effectiveness of a Form S-11 Shelf. The Company for shall file a final Prospectus in respect of such Shelf Registration Statement or with the Commission to the extent required by the Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed shall include a post-effective amendment to the Registration Statement and the SEC has not declared it effective. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation plan of a transaction is pending or an event has occurreddistribution, which negotiation, consummation or event would require additional disclosure by includes the Company means of distribution substantially in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which form set forth in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one HolderExhibit B hereto.

Filing of Shelf Registration Statement. No later than sixty (i60) Within 15 days after the first anniversary date Merger Effective Date, (x) the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (or any successor to Form S-3) covering the resale of all of the date hereofRegistrable Securities held by the Holders (the “Form S-3 Shelf”), or (y) if the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall cause to be filed file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). In the event that the Company files such Shelf Registration Statement providing for on a Form S-1 Shelf and thereafter becomes a Seasoned Issuer or WKSI, the sale by the Holders of the Registrable Securities and will Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the SEC as soon as practicable. Commission, (iiy) The no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement (the number of days in (x), (y) and (z) each being a “Review Period,” depending on the nature of the Commission’s review), and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company agrees thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable best efforts to have such Form S-1 declared effective as promptly as practicable (but in any event within the Review Period, depending on the nature of the Commission’s review) (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for a period expiring on under the date on which all of Securities Act in accordance with this clause (i), the Registrable Securities covered by “Shelf Period”). The Company shall notify the Holders named in the Shelf Registration Statement have been sold pursuant to via facsimile or by e-mail of the effectiveness of the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) and, subject to Article III hereof, further agrees to supplement or amend the (unless an Automatic Shelf Registration Statement) as promptly as practicable, if and as in any event within twenty-four (24) hours, after the Company telephonically or otherwise confirms effectiveness with the Commission. The Company shall file a final Prospectus with the Commission to the extent required by the rules, regulations or instructions applicable to the registration form used by the Company for Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by the Securities Act or by any other rules brokers and regulations thereunder for shelf registration; provided, however, that the Company shall sales not be deemed to have used its reasonable efforts to keep involving a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effectivepublic offering. (iii) Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not (iv) The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.