Common use of Filing Registration Statement Clause in Contracts

Filing Registration Statement. INC shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC then qualifies or which counsel for INC shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c); provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPurchaser shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Purchaser then qualifies or which counsel for INC Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Purchaser shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Purchaser shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPurchaser stating that, in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental to Purchaser and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Purchaser to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Purchaser shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC REIT shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.13.1, prepare and file with the SEC a Registration Statement on any form for which INC REIT then qualifies or which counsel for INC REIT shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c4.1(c); provided, however, that: (i) In the case of demand under Section 2.1 3.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC REIT shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors Trustees or the officers of INC REIT (and INC REIT shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCREIT), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INCREIT, (2) result in the disclosure of material information that INC REIT has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC REIT unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC REIT that the use of such Registration Statement may be resumed or (B) each requesting Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s the permitted requests for registration hereunder and INC REIT shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC REIT may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder a Shareholder, for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a4.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC REIT shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC REIT has already completed two (2) Demand Registrations requested by a Shareholder within the past twelve (12) month period; (iv) INC REIT shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC REIT shall furnish to Shareholder Shareholders a certificate signed by a principal executive officer or principal financial officer of INC REIT stating that INC REIT expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to each Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.23.2; (v) INC REIT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from a Shareholder if INC REIT has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC REIT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC REIT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.34.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPubco shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.17.1, prepare and file with the SEC a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c8.1(c); provided, however, that: (i1) In the case of demand under Section 2.1 7.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii2) INC the Company shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors or the officers of INC the Company (and INC the Company shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCthe Company), it would would (1A) materially interfere with a significant acquisition, disposition, financing or other transaction involving INCthe Company, (2B) result in the disclosure of material information that INC the Company has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3C) render INC the Company unable to comply with requirements under the Securities 1933 Act or the Exchange 1934 Act; in such event, (Ai) if the applicable Registration Statement has become effective, each requesting Shareholder Requesting Party will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC the Company that the use of such Registration Statement may be resumed or (Bii) Shareholder each Requesting Party shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s the permitted requests for registration hereunder and INC the Company shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC the Company may not exercise the right set forth in this subsection (ii2) in respect of a request by Shareholder a Requesting Party, for more than one hundred twenty eighty (120180) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty eighty (120180) days, any deferral under subsection (iv4) of this Section 3.1(a8.1(a) if the Registration Statement was not timely filed thereunder); (iii3) INC the Company shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC the Company has already completed two (2) Demand Registrations requested by Shareholder a Requesting Party within the past twelve (12) month period; (iv4) INC the Company shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC the Company shall furnish to Shareholder the demanding Requesting Parties a certificate signed by a principal executive officer or principal financial officer of INC the Company stating that INC the Company expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder each Requesting Party the opportunity to register its Registrable Securities thereunder in accordance with Section 2.27.2; (v5) INC the Company shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder a Requesting Party if INC the Company has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi6) INC the Company shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities 1933 Act; and (vii7) INC the Company shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.38.3), provided, that this clause (vii7) shall not apply to a Shelf Registration.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; providedPROVIDED, howeverHOWEVER, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the officers of INC (and INC shall furnish Company believes would have a material adverse effect on any proposal or plan by the Company to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant engage in any acquisition, disposition, financing merger or other significant transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3y) render INC unable the Company has filed a registration statement relating to comply with requirements under any of the Securities Act or Company's securities and the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC Company believes that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement andregistration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company's securities after such an offering; PROVIDED FURTHER, if such request is withdrawnHOWEVER, such request that the Company shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder the immediately preceding proviso more than twice or for more than an aggregate of one hundred twenty eighty (120180) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC The Trust shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.16(a), prepare and file with the SEC a Registration Statement on any form for which INC the Trust then qualifies or which counsel for INC the Trust shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c7(a)(iii); provided, however, that: (i1) In the case of demand under Section 2.1 6(a) for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii2) INC the Trust shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors Trustees or the officers of INC the Trust (and INC the Trust shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCthe Trust), it would would (1A) materially interfere with a significant acquisition, disposition, financing or other transaction involving INCthe Trust, (2B) result in the disclosure of material information that INC the Trust has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3C) render INC the Trust unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (AX) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC the Trust that the use of such Registration Statement may be resumed or (BY) each requesting Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s the permitted requests for registration hereunder and INC the Trust shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC the Trust may not exercise the right set forth in this subsection (ii2) in respect of a request by Shareholder a Shareholder, for more than one hundred twenty (120) days in any 365-365 day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv4) of this Section 3.1(a7(a)(i) if the Registration Statement was not timely filed thereunder); (iii3) INC the Trust shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC the Trust has already completed two (2) Demand Registrations requested by a Shareholder within the past twelve (12) month period; (iv4) INC the Trust shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC the Trust shall furnish to Shareholder Shareholders a certificate signed by a principal executive officer or principal financial officer of INC the Trust stating that INC the Trust expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to each Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.26(b); (v5) INC the Trust shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from a Shareholder if INC the Trust has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi6) INC the Trust shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii7) INC the Trust shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.37(c)), provided, that this clause subsection (vii7) shall not apply to a Shelf Registration.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder Restricted Shares to be registered thereunder in accordance with Section 2.1.2 and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (ia) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for periods of up to thirty (30) days, and any Piggy-Back Registration for such period(s) as may be applicable to deferment of any demand registration to which such Pxxxx-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders Company and its Shareholder for such Registration Statement to be effected at such time (including without limitation because the Company is then engaged in a confirmatory certificate signed by a principal executive officer material transaction or principal financial officer of INC)has an undisclosed material corporate development, it would (1) materially interfere with a significant acquisitionin either case, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise which would be required to be disclosed or (3) render INC unable to comply with requirements under in the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationStatement); provided, further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection clause (iia) in respect of a request by Shareholder for more than one hundred and twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) 120 days, any deferral under subsection (ivd) of this Section 3.1(a) 3.1.1 if the Registration Statement was not timely filed thereunder); (iiib) INC the Company shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder Restricted Shares upon receipt of a written demand for a Demand Registration if INC the Company has already completed three (3) Demand Registrations; (c) the Company shall not be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration in the event that the number of Restricted Shares proposed to be included in the Demand Registration represents less than one-third (1/3) of the Shares issued to the Shareholder pursuant to the Deferral Agreement or if less, all the Shares then held by the Shareholder; (d) the Company shall not then be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration if the Company shall furnish to the Shareholder a certificate signed by a principal executive officer or principal financial officer the Chief Executive Officer of INC the Company stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, the Company shall file a Registration Statement and offer to the Shareholder the opportunity to register its Registrable Securities Restricted Shares thereunder in accordance with Section 2.2;; and (ve) INC the Company shall not be obligated to effect any registration of Registrable Securities Restricted Shares upon receipt of a written demand for a Demand Registration from Shareholder if INC the Company has, within the ninety six (906) day month period preceding the date of the written demand for a Demand Registration, Registration already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a one Demand Registration if all Registrable Securities could be sold within ninety (90) days for the Shareholder pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration2.1.

Filing Registration Statement. INC shallPurchaser shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Purchaser then qualifies or which counsel for INC Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Purchaser shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Purchaser shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPurchaser stating that, in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental to Purchaser and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Purchaser to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Purchaser shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallPubco shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable best efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand Registration for up to sixty (60) calendar days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish the Investors requesting to include their Registrable Securities in such Registration Statement a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC The Company shall, as expeditiously as possible (and in any event within thirty sixty (3060) days after receipt the date notice of a request for a Demand Registration from Shareholder pursuant to Section 2.1is given by Demanding Holders), prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the Demanding Holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers Company (in the exercise of INC (and INC shall furnish its fiduciary duties to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCCompany and its stockholders), it would would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time, because such action would (1a) materially interfere with a significant acquisition, dispositioncorporate reorganization, financing or other similar transaction involving INCthe Company, (2b) result in the require premature disclosure of material information that INC the Company has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed confidential, or (3c) render INC the Company unable to comply with requirements under the Securities Act or the Exchange Act, then the Company shall have the right to defer taking action with respect to such filing; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (including 30) day period other than (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan, (ii) a registration relating to a Rule 145 transaction, (iii) a registration on any form that does not include substantially the same information as would be required to be included in such one hundred twenty (120) daysa registration statement covering the sale of the Registrable Securities, any deferral under subsection or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating debt securities that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationalso being registered.

Filing Registration Statement. INC shallPubco shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become effective and remain use its best efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in disclose at such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the officers of INC (and INC shall furnish Company believes would have a material adverse effect on any proposal or plan by the Company to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant engage in any acquisition, disposition, financing merger or other significant transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3y) render INC unable the Company has filed a registration statement relating to comply with requirements under any of the Securities Act or Company’s securities and the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC Company believes that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company’s securities after such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationan offering; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder the immediately preceding proviso more than twice or for more than an aggregate of one hundred twenty eighty (120180) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallPubco shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand Registration for up to sixty (60) calendar days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish the Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallThe Company shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become effective and remain use its best efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the President or Chairman of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose Company and its shareholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if effected at such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration (including hereunder. Notwithstanding anything to the contrary contained in such one hundred twenty (120) daysthis Agreement, if Registration shall become effective with respect to any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect Registrable Securities held by any registration holder of Registrable Securities owned by Shareholder prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon receipt the transfer of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of such Registrable Securities owned by Shareholder will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt the expiration of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationapplicable Lock-up Expiration Date.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder Restricted Shares to be registered thereunder in accordance with Section 2.1.2 and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (ia) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for periods of up to thirty (30) days, and any Piggy-Back Registration for such period(s) as may be applicable to deferment of any demand registration to which such Xxxxx-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders Company and its Shareholder for such Registration Statement to be effected at such time (including without limitation because the Company is then engaged in a confirmatory certificate signed by a principal executive officer material transaction or principal financial officer of INC)has an undisclosed material corporate development, it would (1) materially interfere with a significant acquisitionin either case, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise which would be required to be disclosed or (3) render INC unable to comply with requirements under in the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationStatement); provided, further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection clause (iia) in respect of a request by Shareholder for more than one hundred and twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) 120 days, any deferral under subsection (ivd) of this Section 3.1(a) 3.1.1 if the Registration Statement was not timely filed thereunder); (iiib) INC the Company shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder Restricted Shares upon receipt of a written demand for a Demand Registration if INC the Company has already completed four (4) Demand Registrations; (c) the Company shall not be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration in the event that the number of Restricted Shares proposed to be included in the Demand Registration represents less than one-quarter (1/4) of the Shares issued to the Shareholder pursuant to the Realignment Agreement or if less, all the Shares then held by the Shareholder; (d) the Company shall not then be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration if the Company shall furnish to the Shareholder a certificate signed by a principal executive officer or principal financial officer the Chief Executive Officer of INC the Company stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, the Company shall file a Registration Statement and offer to the Shareholder the opportunity to register its Registrable Securities Restricted Shares thereunder in accordance with Section 2.2; (ve) INC the Company shall not be obligated to effect any registration of Registrable Securities Restricted Shares upon receipt of a written demand for a Demand Registration from Shareholder if INC the Company has, within the ninety six (906) day month period preceding the date of the written demand for a Demand Registration, Registration already effected a one Demand Registration;Registration for the Shareholder pursuant to Section 2.1; and (vif) INC the Company shall not be obligated to effect any registration of Registrable Securities upon receipt Restricted Shares to the extent the Company’s disposition of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days Restricted Shares pursuant to Rule 144 such registration would constitute a breach of or default under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationRealignment Agreement.

Filing Registration Statement. INC shallThe Parent shall use commercially reasonable efforts to, as expeditiously as possible and in any event within thirty forty-five (3045) days after receipt of a request for a Demand Registration from Shareholder or the Sponsor Demand Registration or pursuant to Section 2.12, prepare and file with the SEC Commission a Registration Statement on any form form, for which INC the Parent then qualifies or and which counsel for INC the Parent shall deem appropriate (to the extent that the Registration Statement is a Form S-1, Parent shall use its commercially reasonable efforts to convert such Registration Station to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3) and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective as of the proposed date of effectiveness or as soon as practical thereafter and remain use its commercially reasonable efforts to keep it effective for until all Registrable Securities to which such Demand Registration or Sponsor Demand Registration relates have been disposed, up to a maximum of 180 days (extended by any period during which a stop order or injunction of the period required by Section 3.1(cCommission or any other governmental agency or court is in effect); provided, however, that: (i) In , except with respect to the case of demand under Section 2.1 for a Shelf First Registration, the Registration Statement shall be on Form S-3; (ii) INC Parent shall have the right to defer any Demand Registration or Sponsor Demand Registration for the shortest possible period of time (which such period may not be extended or renewed), up to sixty (60) days and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Parent shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer or Chairman of time ifthe Board of Parent stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Parent, it would be materially detrimental to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose Parent and its stockholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or (B) Shareholder shall be entitled effected prior to withdraw its request for the filing expiration of such period. The combined postponement periods relating to all Demand Registrations and the applicable Sponsor Demand Registration Statement and, if such request is withdrawn, such request in any 12-month period shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within exceed ninety (90) days of receipt of days. In determining whether the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within combined postponement periods have exceeded ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration preceding sentence, the postponement periods of Registrable Securities upon receipt of a written demand for a all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationthey overlap.

Filing Registration Statement. INC The Parent shall, as expeditiously as possible possible, prepare and in any event file with the Commission, within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC the Parent then qualifies or which counsel for INC the Parent shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c); provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Parent shall have the right to defer any Demand Registration such registration for up to ninety (90) days if the Parent shall furnish to the holders of Registrable Securities a certificate signed by the President and any Piggy-Back Registration for a reasonable period Chief Executive Officer of time ifthe Parent stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Parent, it would be materially detrimental to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose Parent and its stockholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if effected at such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, provided further, however, that INC may in the event the Parent elects to exercise such right with respect to any registration, it shall not exercise have the right set forth in this subsection to exercise such right again prior to the date which is twelve (ii12) in respect months after the date on which the Registration Statement relating to such deferred registration is declared effective. For the sake of a request by Shareholder for more than one hundred twenty clarity, (120i) days in any 365-day period in respect of the Parent may exercise its right to defer a Demand Registration for ninety (including in such one hundred twenty (12090) days, any deferral days under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); Parent has begun the process of publicly offering its Common Stock and (iiiii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register Purchaser may exercise its Registrable Securities thereunder in accordance with rights under Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within 2.2 during the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for Parent may defer a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in this Section 3.33.1(a), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shall, as expeditiously as possible and in any event within thirty (30) days after After receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12.1(a), SIR shall prepare as expeditiously as possible, and use its commercially reasonable efforts to within five (5) days file with the SEC SEC, a Registration Statement (or a Prospectus to a currently effective Registration Statement or a Registration Statement that becomes effective in connection with the Demand Registration) on any form for which INC SIR then qualifies or which counsel for INC SIR shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and the intended method(s) of distribution thereof, in each case pursuant to such request for a Demand Registration, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c); provided, however, that: (i) In the case of any demand under Section 2.1 2.1(a) for a Shelf Registration, the Registration Statement shall be on Form S-3;; and (ii) INC SIR shall have the right to defer any Demand Registration, or to suspend the use of any Registration and any Piggy-Back Registration Statement or Prospectus, for a reasonable period of time if, in the good faith judgment of the Board of Directors Trustees or the officers of INC SIR (and INC SIR shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCSIR), it would would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC SIR has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or if the Registration Statement or the Prospectus contains an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements in the Registration Statement or the Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading without the inclusion of additional information that SIR has a bona fide business purpose for not disclosing, or is not permitted to disclose, at such time, (2) include information that is materially inconsistent with or that the SEC has objected to inclusion in the registration statement on Form S-4 or proxy materials with respect to the Merger and which SIR has excluded or intends to instead exclude from such registration statement on Form S-4 or proxy materials (it being understood that discussions with, or comments from, the staff of the SEC regarding the possibility of inclusion or exclusion of such information shall not render this section 3.1(a)(ii)(2) applicable until SIR has reached a definitive conclusion that it must exclude such information), or (3) render INC SIR unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC SIR that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder or Prospectus and INC SIR shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC SIR may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty a total of forty-five (12045) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPubco shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1possible, prepare and file with the SEC a the Shelf Registration Statement Statement, and all required amendments thereto on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement and required amendments thereto to become effective and remain use its reasonable best efforts to keep it effective for the period required by Section 3.1(c)hereby; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand the Shelf Registration Statement and Shelf Underwriting for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board board of Directors directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in disclose at such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any demand registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallPubco shall use its commercially reasonable efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and remain use its commercially reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Investor requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the President, Chief Executive Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallBuyer shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Buyer then qualifies or which counsel for INC Buyer shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: if during the period starting with the date sixty (60) days prior to Xxxxx’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Buyer initiated Registration (and provided that Xxxxx has delivered written notice to the Investors prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and Buyer continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective), (i) In the case of demand under Section 2.1 for a Shelf Registration, the Investors pursuant to this Agreement have requested an Underwritten Registration Statement shall be on Form S-3; and (ii) INC shall have (A) Buyer and the right Investors are unable to defer any Demand Registration and any Piggy-Back Registration for a reasonable period obtain the commitment of time if, underwriters to firmly underwrite the offer or (B) in the good faith judgment of the Board of Directors or such Registration would be seriously detrimental to Buyer and the officers of INC (and INC shall furnish to the holders Board concludes as a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that essential to defer the use filing of such Registration Statement may at such time, then in each case Buyer shall furnish to such Investors a certificate signed by the Chairman of the Board or an executive officer of Buyer stating that in the good faith judgment of the Board it would be resumed or (B) Shareholder shall seriously detrimental to Buyer for such Registration Statement to be entitled filed in the near future and that it is therefore essential to withdraw its request for defer the filing of such Registration Statement. In such event, Buyer shall have the applicable Registration Statement and, if right to defer such request is withdrawn, such request shall filing for a period of not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationmore than sixty (60) days; provided, further, however, that INC may Buyer shall not exercise the right set forth defer its obligation in this subsection (ii) in respect of a request by Shareholder for manner more than one hundred twenty (120) days twice in any 36512-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPurchaser shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Purchaser then qualifies or which counsel for INC Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: if during the period starting with the date sixty (60) days prior to Purchaser’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Purchaser initiated Registration (and provided that Purchaser has delivered written notice to the Investors prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and Purchaser continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective), (i) In the case of demand under Section 2.1 for a Shelf Registration, the Investors pursuant to this Agreement have requested an underwritten Registration Statement shall be on Form S-3; and (ii) INC shall have (A) Purchaser and the right Investors are unable to defer any Demand Registration and any Piggy-Back Registration for a reasonable period obtain the commitment of time if, underwriters to firmly underwrite the offer or (B) in the good faith judgment of the Board of Directors or such Registration would be seriously detrimental to Purchaser and the officers of INC (and INC shall furnish to the holders Board concludes as a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that essential to defer the use filing of such Registration Statement may at such time, then in each case Purchaser shall furnish to such Investors a certificate signed by the Chairman of the Board or an executive officer of Purchaser stating that in the good faith judgment of the Board it would be resumed or (B) Shareholder shall seriously detrimental to Purchaser for such Registration Statement to be entitled filed in the near future and that it is therefore essential to withdraw its request for defer the filing of such Registration Statement. In such event, Purchaser shall have the applicable Registration Statement and, if right to defer such request is withdrawn, such request shall filing for a period of not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationmore than sixty (60) days; provided, further, however, that INC may Purchaser shall not exercise the right set forth defer its obligation in this subsection (ii) in respect of a request by Shareholder for manner more than one hundred twenty (120) days twice in any 36512-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPurchaser shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1possible, prepare and file with the SEC a the Shelf Registration Statement Statement, and all required amendments thereto on any form for which INC Purchaser then qualifies or which counsel for INC Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement and required amendments thereto to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)hereby; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Purchaser shall have the right to defer any Demand the Shelf Registration Statement and Shelf Underwriting for up to 90 days, and any Piggy-Back Piggyback Registration for such period as may be applicable to deferment of any demand registration to which such Piggyback Registration relates, in each case if Purchaser shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPurchaser stating that, in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental to Purchaser and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Purchaser to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC provided further that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request Purchaser shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any demand registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallAcquiror shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Acquiror then qualifies or which counsel for INC Acquiror shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: if during the period starting with the date sixty (60) days prior to Acquiror’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, an Acquiror initiated Registration (and provided that Acquiror has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and Acquiror continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective), (i) In the case of demand under Section 2.1 for a Shelf Registration, the Holders have requested an underwritten Registration Statement shall be on Form S-3; and (ii) INC shall have (A) Acquiror and the right Holders are unable to defer any Demand Registration and any Piggy-Back Registration for a reasonable period obtain the commitment of time if, underwriters to firmly underwrite the offer or (B) in the good faith judgment of the Board of Directors or such Registration would be seriously detrimental to Acquiror and the officers of INC (and INC shall furnish to the holders Board concludes as a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that essential to defer the use filing of such Registration Statement may at such time, then in each case Acquiror shall furnish to such Holders a certificate signed by the Chairman of the Board or an executive officer of Acquiror stating that in the good faith judgment of the Board it would be resumed or (B) Shareholder shall seriously detrimental to Acquiror for such Registration Statement to be entitled filed in the near future and that it is therefore essential to withdraw its request for defer the filing of such Registration Statement. In such event, Acquiror shall have the applicable Registration Statement and, if right to defer such request is withdrawn, such request shall filing for a period of not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationmore than thirty (30) days; provided, further, however, that INC may Acquiror shall not exercise the right set forth defer its obligation in this subsection (ii) in respect of a request by Shareholder for manner more than one hundred twenty (120) days once in any 36512-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPurchaser shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12(a), and in any event no later than ninety (90) days following receipt of such request for a Demand Registration, prepare and file with the SEC Commission a Registration Statement on any form for which INC Purchaser then qualifies or which counsel for INC Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Purchaser shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Purchaser shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer or Chief Financial Officer of time ifPurchaser stating that, in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental to Purchaser and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Purchaser to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Purchaser shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC The Company shall, as expeditiously as possible practicable (and in any event within thirty ninety (3090) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, ) prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale resale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof; provided, and that the Company agrees that, at the request of the Holders, at such time as the Company becomes a “well-known seasoned issuer,” as such term is defined in Rule 405 under the Securities Act (a “WKSI”), the Company shall register an offering pursuant to Section 2 on an “automatic shelf registration statement,” as such term is defined in Rule 405 under the Securities Act (an “Automatic Shelf Registration Statement”) on Form S-3; provided further, that the Company shall not be required to file an Automatic Shelf Registration Statement if a Registration Statement on Form S-3 covering the Registrable Securities is already effective. The Company shall use its commercially reasonable efforts to cause such any Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3, subject to the Company’s rights under Section 3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration and any Piggyfor up to forty-Back Registration for five (45) days, if the Company shall furnish to the Holders a reasonable period certificate signed by the Chief Executive Officer or the Chairman of time ifthe Board of Directors of the Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders Company and its securityholders for such Registration Statement to be effected at such time because the Registration would require the Company to make a confirmatory certificate signed by a principal executive officer or principal financial officer public disclosure of INC)material, it would (1) materially interfere non-public information, disclosure of which, in the Board of Director’s good faith judgment, after consultation with a significant acquisition, disposition, financing or other transaction involving INCindependent outside counsel to the Company, (2i) result would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading and (ii) would not be required to be made at such time but for the disclosure filing of material information that INC such Registration Statement, and the Company has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclosing such information publicly; in such eventand provided further, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request Company shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not have the right to exercise the right set forth in this subsection the immediately preceding proviso (iix) in respect for a total period of a request by Shareholder for more than one hundred twenty forty-five (12045) days in any 365-day period in respect of a Demand Registration hereunder or (including in such one hundred twenty (120y) days, more than once during any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) -month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPubco shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1possible, prepare and file with the SEC a the Shelf Registration Statement Statement, and all required amendments thereto on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement and required amendments thereto to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)hereby; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand the Shelf Registration Statement and Shelf Underwriting for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities in such registration a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in disclose at such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any demand registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12.1 or a demand for registration pursuant to Section 2.3, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder Insider Shares to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and and, subject to the last sentence of this Section 3.1.1, shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration or a registration pursuant to Section 2.3 for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers Company after consultation and advise of INC (and INC shall furnish counsel to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC)Company, it would (1) would be materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in detrimental to the disclosure of material information that INC has a bona fide business purpose Company and its shareholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if effected at such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration hereunder; provided, further, that the Insiders shall provide at least fifteen (including in such one hundred twenty (12015) days, any deferral under subsection (iv) Business Days notice of this Section 3.1(a) if the date on which they wish the Company to prepare and file a Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt with the Commission. In the case of a written demand for Registration Statement filed pursuant to a Great Point Demand Registration, the Company shall use its commercially reasonable efforts to cause such Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder Statement to be declared effective within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) 90 days of the Company’s receipt of the written demand for such registration pursuant to Section 2.1.1 (the “Demand Date”), if not reviewed by the Commission, or within 180 days of Shareholder for a the Demand Registration, a Date in the event such Registration Statement and offer to Shareholder is reviewed by the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationCommission.

Filing Registration Statement. INC shallthe Company shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: if during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a the Company initiated Registration (and provided that the Company has delivered written notice to the Investors prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and the Company continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective), (i) In the case of demand under Section 2.1 for a Shelf Registration, the Investors pursuant to this Agreement have requested an Underwritten Registration Statement shall be on Form S-3; and (ii) INC shall have (A) the right Company and the Investors are unable to defer any Demand Registration and any Piggy-Back Registration for a reasonable period obtain the commitment of time if, underwriters to firmly underwrite the offer or (B) in the good faith judgment of the Board of Directors or the officers of INC (and INC shall furnish such Registration would be seriously detrimental to the holders Company and the Board concludes as a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that essential to defer the use filing of such Registration Statement may at such time, then in each case the Company shall furnish to such Investors a certificate signed by the Chairman of the Board or an executive officer of the Company stating that in the good faith judgment of the Board it would be resumed or (B) Shareholder shall seriously detrimental to the Company for such Registration Statement to be entitled filed in the near future and that it is therefore essential to withdraw its request for defer the filing of such Registration Statement. In such event, the applicable Registration Statement and, if Company shall have the right to defer such request is withdrawn, such request shall filing for a period of not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationmore than sixty (60) days; provided, further, however, that INC may the Company shall not exercise the right set forth defer its obligation in this subsection (ii) in respect of a request by Shareholder for manner more than one hundred twenty (120) days twice in any 36512-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallPubco shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable best efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC that Pubco shall have the right to defer any Demand Registration for up to thirty (30) calendar days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if Pubco shall furnish the Investors requesting to include their Registrable Securities in such Registration Statement a reasonable period certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of time ifPubco stating that, in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such Registration Statement to be effected at such time or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the filing would require premature disclosure of material information that INC has a bona fide business purpose for preserving as confidential that which is not then otherwise required in the interests of Pubco to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclose at such time; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may Pubco shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallThe Company shall use its commercially reasonable efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12.2, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and remain use its commercially reasonable efforts to keep it effective for until all Registrable Securities covered by such Registration Statement are cold in accordance with the period required by Section 3.1(cintended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; provided, however, that if the filing, initial effectiveness or continued use of any Registration Statement (including the Resale Shelf Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that: that the Company shall not be permitted to exercise a Suspension Event for more than a total of ninety (i90) calendar days in any three hundred sixty-five (365)-day period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In the case of demand under Section 2.1 for a Shelf RegistrationSuspension Event, the Registration Statement shall be on Form S-3; (ii) INC shall have the right holders of Registrable Securities agree to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment suspend use of the Board applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, as applicable, upon receipt of Directors the notice referred to above. The Company shall immediately notify the holders of Registrable Securities in writing upon the termination of any Suspension Event, amend or supplement the officers Prospectus, if necessary, so it does not contain any untrue statement of INC (a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and INC shall furnish to the holders a confirmatory certificate signed of Registrable Securities such numbers of copies of the Prospectus as so amended or supplemented as the holders of Registrable Securities may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration Statement, if required by a principal executive officer the registration form used by the Company for the Resale Shelf Registration Statement or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing Demand Registration or other transaction involving INC, (2) result in by the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required instructions applicable to be disclosed such registration form or (3) render INC unable to comply with requirements under by the Securities Act or the Exchange Act; in such event, (A) if rules or regulations promulgated thereunder or as may reasonably be requested by the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration holders of Registrable Securities owned by Shareholder upon receipt of holding a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration majority of Registrable Securities owned by Shareholder upon receipt of a written demand for a that are included in such Resale Shelf Registration Statement or Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationStatement.

Filing Registration Statement. INC shallThe Registration Statement, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC then qualifies or which counsel for INC shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c); provided, however, that: amended: (i) In has and will be prepared by the case Company in conformity with the requirements of demand under Section 2.1 for a Shelf Registrationthe Securities Act in all material respects, the Registration Statement shall be on Form S-3; (ii) INC shall have be filed with the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 Commission under the Securities Act; and and (viiiii) INC become effective under the Securities Act. Copies of such Registration Statements as amended to date have been delivered or made available by the Company to Ancora. For purposes of this Agreement, “Effective Time” means the date and the time as of which the Registration Statements, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such Registration Statement, or amendments thereof, before it becomes effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of Ancora pursuant to Rule 424(a) of the Securities Act; “Registration Statement” means the Registration Statement, as amended at the Effective Time, including any documents which are exhibits thereto or incorporated by reference; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Securities Act. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus. All references in this Agreement to the Registration Statement, the Preliminary Prospectus, and the Prospectus, or any amendments or supplements to any of the foregoing shall not be obligated deemed to effect include any registration of Registrable Securities upon receipt of a written demand copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Prospectus delivered to Ancora, as Placement Agent and Dealer-Manager for a Demand Registration if all Registrable Securities are proposed use in connection with the Offering (the “Offering Prospectus”) will be identical to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T promulgated by the Commission. As used in Section 3.3)this Agreement, provided, that this clause (vii) shall not apply to a Shelf Registrationthe term “Prospectuses” means the Offering Prospectus used in the Rights Offer on the Follow-On Offering.

Filing Registration Statement. INC shallThe Company shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable best efforts to keep it effective for the period required by Section 3.1(cEffectiveness Period; provided, however, that if the filing, initial effectiveness or continued use of any Registration Statement (including the Resale Shelf Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request Company shall not count as one be permitted to exercise a Suspension Event for more than a total of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection ninety (ii90) in respect of a request by Shareholder for consecutive calendar days or more than one hundred twenty (120) days total calendar days, in any 365three hundred sixty-day period five (365)-day period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in respect which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In the case of a Suspension Event, the Investors and the Jaws Directors agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities or Jaws Directors Shares, as applicable, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Investors such numbers of copies of the Prospectus as so amended or supplemented as the Investors may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration (including in such one hundred twenty (120) daysStatement, any deferral under subsection (iv) of this Section 3.1(a) if required by the registration form used by the Company for the Resale Shelf Registration Statement was not timely filed thereunder); (iii) INC shall not or Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be obligated to effect any registration requested by the Investors holding a majority of Registrable Securities owned by Shareholder upon receipt of a written demand for a that are included in such Resale Shelf Registration Statement or Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationStatement.

Filing Registration Statement. INC shallAcquiror shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC then qualifies Form S-1, or which counsel for INC shall deem appropriate pursuant to Section 2.3 prepare and which form shall be available for file with the sale of all Registrable Securities owned by Shareholder to be registered thereunder and the intended method(s) of distribution thereofSEC a Registration Statement on Form S-3, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: if during the period starting with the date sixty (60) days prior to Acquiror’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, an Acquiror initiated Registration (and provided that Acquiror has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and Acquiror continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective), (i) In the case of demand under Section 2.1 for a Shelf Registration, the Holders have requested an underwritten Registration Statement shall be on Form S-3; and (ii) INC shall have (A) Acquiror and the right Holders are unable to defer any Demand Registration and any Piggy-Back Registration for a reasonable period obtain the commitment of time if, underwriters to firmly underwrite the offer or (B) in the good faith judgment of the Board of Directors or such Registration would be seriously detrimental to Acquiror and the officers of INC (and INC shall furnish to the holders Board concludes as a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that essential to defer the use filing of such Registration Statement may at such time, then in each case Acquiror shall furnish to such Holders a certificate signed by the Chairman of the Board or an executive officer of Acquiror stating that in the good faith judgment of the Board it would be resumed or (B) Shareholder shall seriously detrimental to Acquiror for such Registration Statement to be entitled filed in the near future and that it is therefore essential to withdraw its request for defer the filing of such Registration Statement. In such event, Acquiror shall have the applicable Registration Statement and, if right to defer such request is withdrawn, such request shall filing for a period of not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationmore than thirty (30) days; provided, further, however, that INC may Acquiror shall not exercise the right set forth defer its obligation in this subsection (ii) in respect of a request by Shareholder for manner more than one hundred twenty (120) days once in any 36512-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; providedPROVIDED, howeverHOWEVER, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the officers of INC (and INC shall furnish Company believes would have a material adverse effect on any proposal or plan by the Company to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant engage in any acquisition, disposition, financing merger or other transaction involving INCsignificant transaction, (2y) result in the disclosure Company has filed a registration statement relating to any of material information the Company’s securities and the Company believes that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable registration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company’s securities after such an offering or (z) it would be materially detrimental to the Company and its shareholders for such Registration Statement andto be effected at such time; PROVIDED FURTHER, if such request is withdrawnHOWEVER, such request that the Company shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder the immediately preceding proviso more than twice or for more than an aggregate of one hundred twenty eighty (120180) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallThe Company shall use commercially reasonable efforts to, as expeditiously as possible and in any event within thirty forty-five (3045) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12, prepare and file with the SEC Commission a Registration Statement on any form form, for which INC the Company then qualifies or and which counsel for INC the Company shall deem appropriate (to the extent that the Registration Statement is a Form S-1, Company shall use its commercially reasonable efforts to convert such Registration Station to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3) and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective as of the proposed date of effectiveness or as soon as practical thereafter and remain use its commercially reasonable efforts to keep it effective for until all Registrable Securities to which such Demand Registration relates have been disposed, up to a maximum of 180 days (extended by any period during which a stop order or injunction of the period required by Section 3.1(cCommission or any other governmental agency or court is in effect); provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for the shortest possible period of time (which such period may not be extended or renewed), up to sixty (60) days and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the Holder a reasonable period certificate signed by the Chairman of time ifthe Board of Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose Company and its stockholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations in any twelve (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request 12)-month period shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within exceed ninety (90) days of receipt of days. In determining whether the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within combined postponement periods have exceeded ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC preceding sentence, the postponement periods of all Demand Registrations shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration counted separately, even if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationthey overlap.

Filing Registration Statement. INC The Company shall, as expeditiously as possible (and in any event within thirty sixty (3060) days after receipt the date notice of a request for a Demand Registration from Shareholder pursuant to Section 2.1is given by Demanding Holders), prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the Demanding Holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers Company (in the exercise of INC (and INC shall furnish its fiduciary duties to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCCompany and its stockholders), it would would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time, because such action would (1a) materially interfere with a significant acquisition, dispositioncorporate reorganization, financing or other similar transaction involving INCthe Company, (2b) result in the require premature disclosure of material information that INC the Company has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed confidential, or (3c) render INC the Company unable to comply with requirements under the Securities Act or the Exchange Act, then the Company shall have the right to defer taking action with respect to such filing; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration hereunder; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such thirty (including 30) day period other than (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan, (ii) a registration relating to a Rule 145 transaction, (ii i) a registration on any form that does not include substantially the same information as would be required to be included in such one hundred twenty (120) daysa registration statement covering the sale of the Registrable Securities, any deferral under subsection or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating debt securities that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationalso being registered.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; providedPROVIDED, howeverHOWEVER, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to one hundred twenty (120) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors of the Company, (x) such registration statement would require disclosure of a material fact or plan that the officers of INC (and INC shall furnish Company believes would have a material adverse effect on any proposal or plan by the Company to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant engage in any acquisition, disposition, financing merger or other significant transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3y) render INC unable the Company has filed a registration statement relating to comply with requirements under any of the Securities Act or Company’s securities and the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC Company believes that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement andregistration statement relating to the Registrable Securities would materially adversely effect the offering by the Company or the market for the Company’s securities after such an offering; PROVIDED FURTHER, if such request is withdrawnHOWEVER, such request that the Company shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder the immediately preceding proviso more than twice or for more than an aggregate of one hundred twenty eighty (120180) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallThe Company shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12.2, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for until all Registrable Securities covered by such Registration Statement are cold in accordance with the period required by Section 3.1(cintended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; provided, however, that if the filing, initial effectiveness or continued use of any Registration Statement (including the Resale Shelf Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that: that the Company shall not be permitted to exercise a Suspension Event for more than a total of ninety (i90) calendar days in any three hundred sixty-five (365)-day period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the only TortoiseCorp III Common Shares being registered is TortoiseCorp III Common Shares issuable upon conversion of debt securities that are also being registered. In the case of demand under Section 2.1 for a Shelf RegistrationSuspension Event, the Registration Statement shall be on Form S-3; (ii) INC shall have the right holders of Registrable Securities agree to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment suspend use of the Board applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, as applicable, upon receipt of Directors the notice referred to above. The Company shall immediately notify the holders of Registrable Securities in writing upon the termination of any Suspension Event, amend or supplement the officers Prospectus, if necessary, so it does not contain any untrue statement of INC (a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and INC shall furnish to the holders a confirmatory certificate signed of Registrable Securities such numbers of copies of the Prospectus as so amended or supplemented as the holders of Registrable Securities may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration Statement, if required by a principal executive officer the registration form used by the Company for the Resale Shelf Registration Statement or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing Demand Registration or other transaction involving INC, (2) result in by the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required instructions applicable to be disclosed such registration form or (3) render INC unable to comply with requirements under by the Securities Act or the Exchange Act; in such event, (A) if rules or regulations promulgated thereunder or as may reasonably be requested by the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration holders of Registrable Securities owned by Shareholder upon receipt of holding a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration majority of Registrable Securities owned by Shareholder upon receipt of a written demand for a that are included in such Resale Shelf Registration Statement or Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationStatement.

Filing Registration Statement. INC (a) The Company shall, as expeditiously as possible practicable (and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, ) prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and provided, that the Company agrees that, at the request of the Investor, at such time as the Company becomes a “well-known seasoned issuer,” as such term is defined in Rule 405 under the Securities Act (a “WKSI”), the Company shall register an offering pursuant to Section 2.1 on an “automatic shelf registration statement,” as such term is defined in Rule 405 under the Securities Act (an “Automatic Shelf Registration Statement”) on Form S-3; provided further, that the Company shall not be required to file an Automatic Shelf Registration Statement if a Registration Statement on Form S-3 covering the Registrable Securities is already effective. The Company shall use its commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3, subject to the Company’s rights under Section 3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any other demand registration to which such Piggy-Back Registration relates and is effected, in each case if the Company shall furnish to the Investor a reasonable period certificate signed by the Chief Executive Officer or the Chairman of time ifthe Board of the Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders Company and its securityholders for such Registration Statement to be effected at such time because the Registration would require the Company to make a confirmatory certificate signed by a principal executive officer or principal financial officer public disclosure of INC)material, it would (1) materially interfere non-public information, disclosure of which, in the Board’s good faith judgment, after consultation with a significant acquisition, disposition, financing or other transaction involving INCindependent outside counsel to the Company, (2i) result would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading and (ii) would not be required to be made at such time but for the disclosure filing of material information that INC such Registration Statement, and the Company has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Actdisclosing such information publicly; in such eventprovided further, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request Company shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not have the right to exercise the right set forth in this subsection the immediately preceding proviso (iix) in respect for a total period of a request by Shareholder for more than one hundred twenty sixty (12060) days in any 365-day period in respect of a Demand Registration hereunder or (including in such one hundred twenty (120y) days, more than once during any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder);12-month period. (iiib) INC The Company shall use its commercially reasonable efforts to not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two become an ineligible issuer (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder as defined in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 405 under the Securities Act; and (vii) INC shall during the period during which such Automatic Shelf Registration Statement is required to remain effective. If the Company does not be obligated to effect any registration of pay the filing fee covering the Registrable Securities upon receipt of a written demand for a Demand at the time an Automatic Shelf Registration if all Statement is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are proposed to be offered sold. If, at an expected aggregate offering price any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use its commercially reasonable efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and maintain the effectiveness of less than $50.0 million (net of registration expenses set forth such Registration Statement as required in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationAgreement.

Filing Registration Statement. INC shallPurchaser shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC Purchaser then qualifies or which counsel for INC Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: if during the period starting with the date sixty (60) days prior to Purchaser’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Purchaser initiated Registration (and provided that Purchaser has delivered written notice to the Investors prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and Purchaser continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective), (i) In the case of demand under Section 2.1 for a Shelf Registration, the Investors have requested an underwritten Registration Statement shall be on Form S-3; and (ii) INC shall have (A) Purchaser and the right Investors are unable to defer any Demand Registration and any Piggy-Back Registration for a reasonable period obtain the commitment of time if, underwriters to firmly underwrite the offer or (B) in the good faith judgment of the Board of Directors or such Registration would be seriously detrimental to Purchaser and the officers of INC (and INC shall furnish to the holders Board concludes as a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that essential to defer the use filing of such Registration Statement may at such time, then in each case Purchaser shall furnish to such Investors a certificate signed by the Chairman of the Board or an executive officer of Purchaser stating that in the good faith judgment of the Board it would be resumed or (B) Shareholder shall seriously detrimental to Purchaser for such Registration Statement to be entitled filed in the near future and that it is therefore essential to withdraw its request for defer the filing of such Registration Statement. In such event, Purchaser shall have the applicable Registration Statement and, if right to defer such request is withdrawn, such request shall filing for a period of not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationmore than thirty (30) days; provided, further, however, that INC may Purchaser shall not exercise the right set forth defer its obligation in this subsection (ii) in respect of a request by Shareholder for manner more than one hundred twenty (120) days once in any 36512-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC Parent shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.14.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC Parent then qualifies or which that counsel for INC Parent shall deem appropriate and which form shall be available for the sale resale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c5.1(c); provided, however, that: (i) In Parent may postpone the case filing or the effectiveness of demand under Section 2.1 for a Shelf Registration, any Registration Statement other than the Registration Statement shall be on Form S-3; (iifiled pursuant to Section 4.3(c) INC shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in based on the good faith judgment of Parent’s Board, such postponement is necessary in order to avoid premature disclosure of a matter the Board of Directors or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result has determined would not be in the disclosure best interest of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required Parent to be disclosed at such time. The Company shall provide written notice to the Registrable Securityholders requesting registration of Registrable Securities of any postponement of the filing or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable effectiveness of a Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (pursuant to this Section 5.1(a). Parent may defer the filing or cause the discontinuance of) disposition effectiveness of its Registrable Securities until it is advised by INC that the use of such a Registration Statement may be resumed or (Bpursuant to this Section 5.1(a) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in only once during any 365180-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) hereunder. Notwithstanding the provisions of this Section 3.1(a) if 5.1(a), Parent may not postpone the filing or effectiveness of a Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration in respect of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two past the date that is the earliest of (2a) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect date upon which any registration of Registrable Securities owned by Shareholder upon receipt disclosure of a written demand for a Demand Registration if INC shall furnish matter the Board has determined would not be in the best interest of Parent to Shareholder a certificate signed by a principal executive officer be disclosed is disclosed to the public or principal financial officer of INC stating that INC expects ceases to filebe material, within ninety (90b) thirty (30) days of receipt of after the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder date upon which the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall Board has determined such matter should not be obligated disclosed and (c) such date that, if such postponement continued, would result in there being more than 45 days in the aggregate in any 12-month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to effect any registration of Registrable Securities upon receipt of as a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration“Delay Period.”

Filing Registration Statement. INC ILPT shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder SIR pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC ILPT then qualifies or which counsel for INC ILPT shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder SIR to be registered thereunder and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c); provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC ILPT shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors Trustees or the officers of INC ILPT (and INC ILPT shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCILPT), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INCILPT, (2) result in the disclosure of material information that INC ILPT has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC ILPT unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder SIR will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC ILPT that the use of such Registration Statement may be resumed or (B) Shareholder SIR shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of ShareholderSIR’s permitted requests for registration hereunder and INC ILPT shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC ILPT may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder SIR for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC ILPT shall not be obligated to effect any registration of Registrable Securities owned by Shareholder SIR upon receipt of a written demand for a Demand Registration by Shareholder SIR if INC ILPT has already completed two (2) Demand Registrations requested by Shareholder SIR within the past twelve (12) month period; (iv) INC ILPT shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder SIR upon receipt of a written demand for a Demand Registration if INC ILPT shall furnish to Shareholder SIR a certificate signed by a principal executive officer or principal financial officer of INC ILPT stating that INC ILPT expects to file, within ninety (90) days of receipt of the written demand of Shareholder SIR for a Demand Registration, a Registration Statement and offer to Shareholder SIR the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC ILPT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder SIR if INC ILPT has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC ILPT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC ILPT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 $ million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallThe Company shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on Form S-3 or any other form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered Registered thereunder and in accordance with the intended method(s) of distribution thereofthereof (provided however, in the event that the Company is not qualified to use Form S-3, the Company shall provide the SNI Holders with an explanation in writing as to the reason(s) the Company is not so qualified to the reasonable satisfaction of the SNH Holders’ legal counsel), and shall use commercially reasonable its best efforts to cause such Registration Statement to become effective and remain use its best efforts to keep it effective for the period required by Section 3.1(c); provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC 3.1.3. The Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy- Back Registration relates, in each case if the Company shall furnish to the holders of the Registrable Securities to be included in such Registration Statement a reasonable period certificate signed by the Chief Executive Officer or Chairman of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose Company and its shareholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if effected at such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days twice in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC shallPubco shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12.2, prepare and file with the SEC Commission a Registration Statement on any form for which INC Pubco then qualifies or which counsel for INC Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable efforts to keep it effective for until all Registrable Securities covered by such Registration Statement are cold in accordance with the period required by Section 3.1(cintended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; provided, however, that if the filing, initial effectiveness or continued use of any Registration Statement (including the Resale Shelf Registration Statement) at any time would require Pubco to make an Adverse Disclosure, Pubco may, upon giving prompt written notice of such action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that: that Pubco shall not be permitted to exercise a Suspension Event for more than a total of ninety (i90) calendar days in any three hundred sixty-five (365)-day period; and provided further that Pubco shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of Pubco or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the only Pubco Common Shares being registered is Pubco Common Shares issuable upon conversion of debt securities that are also being registered. In the case of demand under Section 2.1 for a Shelf RegistrationSuspension Event, the Registration Statement shall be on Form S-3; (ii) INC shall have the right holders of Registrable Securities agree to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment suspend use of the Board applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, as applicable, upon receipt of Directors the notice referred to above. Pubco shall immediately notify the holders of Registrable Securities in writing upon the termination of any Suspension Event, amend or supplement the officers Prospectus, if necessary, so it does not contain any untrue statement of INC (a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and INC shall furnish to the holders a confirmatory certificate signed of Registrable Securities such numbers of copies of the Prospectus as so amended or supplemented as the holders of Registrable Securities may reasonably request. Pubco shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration Statement, if required by a principal executive officer the registration form used by Pubco for the Resale Shelf Registration Statement or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing Demand Registration or other transaction involving INC, (2) result in by the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required instructions applicable to be disclosed such registration form or (3) render INC unable to comply with requirements under by the Securities Act or the Exchange Act; in such event, (A) if rules or regulations promulgated thereunder or as may reasonably be requested by the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration holders of Registrable Securities owned by Shareholder upon receipt of holding a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration majority of Registrable Securities owned by Shareholder upon receipt of a written demand for a that are included in such Resale Shelf Registration Statement or Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationStatement.

Filing Registration Statement. INC The Company shall, as expeditiously as possible practicable and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case, if the President of the Company furnishes to the Demanding Holders a reasonable period certificate stating in good faith that (a) the Company expects to file a registration statement (other than a registration statement relating to any employee benefit plan, or a registration statement related solely to stock issued upon conversion of time ifdebt securities) within 90 days of the Company's receipt of the request for Demand Registration or (b) a corporate development exists or occurs that, in the reasonable discretion of the Company, makes it appropriate to postpone or suspend the availability of the registration statement, and is therefore exercising its right to delay the filing of a Registration Statement during the resulting Blackout Period (defined below) (the "Blackout Period Certificate") within fifteen (15) Business Days after it receives the Demand Registration request then (i) the Company shall not be required to take any action pursuant to this Section 3.1.1 during such Blackout Period, provided that the Company is actively employing in good faith judgment of the Board of Directors or the officers of INC (and INC shall furnish all commercially reasonable efforts to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required cause such registration statement to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause ii) the discontinuance ofDemand Registration request shall be deemed received, for purposes of determining the availability of registration rights of the Holders under this Section 3.1.1, when actually received by the Company, and (iii) disposition the Demand Registration request shall be deemed received, for purposes of its Registrable Securities until it is advised by INC determining the timing of any obligation of the Company under this Section 3.1.1, on the first Business Day immediately succeeding the conclusion of such Blackout Period; provided that in the use of event the Company in fact files such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if within such request is withdrawn90-day period, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for more than one hundred twenty (120) days in any 36590-day period in respect shall be extended until the last day of a Demand Registration (including in the distribution period of such one hundred twenty (120) days, any deferral under subsection (iv) primary offering of securities. For purposes of this Section 3.1(a) if the Registration Statement was 3.1.1, "Blackout Period" means a period not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within exceed ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding beginning on the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated Company's President furnishes to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationDemanding Holders the Blackout Period Certificate.

Filing Registration Statement. INC ILPT shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder SIR pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which INC ILPT then qualifies or which counsel for INC ILPT shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder SIR to be registered thereunder and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c); provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC ILPT shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors Trustees or the officers of INC ILPT (and INC ILPT shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INCILPT), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INCILPT, (2) result in the disclosure of material information that INC ILPT has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC ILPT unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder SIR will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC ILPT that the use of such Registration Statement may be resumed or (B) Shareholder SIR shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request shall not count as one of ShareholderSIR’s permitted requests for registration hereunder and INC ILPT shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC ILPT may not exercise the right set forth in this subsection (ii) in respect of a request by Shareholder SIR for more than one hundred twenty (120) days in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC ILPT shall not be obligated to effect any registration of Registrable Securities owned by Shareholder SIR upon receipt of a written demand for a Demand Registration by Shareholder SIR if INC ILPT has already completed two (2) Demand Registrations requested by Shareholder SIR within the past twelve (12) month period; (iv) INC ILPT shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder SIR upon receipt of a written demand for a Demand Registration if INC ILPT shall furnish to Shareholder SIR a certificate signed by a principal executive officer or principal financial officer of INC ILPT stating that INC ILPT expects to file, within ninety (90) days of receipt of the written demand of Shareholder SIR for a Demand Registration, a Registration Statement and offer to Shareholder SIR the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC ILPT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder SIR if INC ILPT has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC ILPT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC ILPT shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 5 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registration.

Filing Registration Statement. INC shallThe Company shall use its reasonable best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.12.2, prepare and file with the SEC Commission a Registration Statement with respect to such Registrable Securities on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially its reasonable best efforts to cause such Registration Statement to become effective and remain use its reasonable best efforts to keep it effective for the period required by Section 3.1(cEffectiveness Period. If the filing, initial effectiveness or continued use of any Registration Statement (including a Resale Shelf Registration Statement or Demand Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that: (i) In the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC shall have the right to defer any Demand Registration and any Piggy-Back Registration for a reasonable period of time if, in the good faith judgment of the Board of Directors or the officers of INC (and INC shall furnish to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if such request is withdrawn, such request Company shall not count as one be permitted to exercise a Suspension Event for more than a total of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registration; provided, further, however, that INC may not exercise the right set forth in this subsection ninety (ii90) in respect of a request by Shareholder for consecutive calendar days or more than one hundred twenty (120) days total calendar days, in any 365three hundred sixty-day period five (365)-day period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan or a registration in respect which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In the case of a Suspension Event, the Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Investors such numbers of copies of the Prospectus as so amended or supplemented as the Investors may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration (including in such one hundred twenty (120) daysStatement, any deferral under subsection (iv) of this Section 3.1(a) if required by the registration form used by the Company for the Resale Shelf Registration Statement was not timely filed thereunder); (iii) INC shall not or Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be obligated to effect any registration requested by the Investors holding a majority of Registrable Securities owned by Shareholder upon receipt of a written demand for a that are included in such Resale Shelf Registration Statement or Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf RegistrationStatement.

Filing Registration Statement. INC shallThe Company shall use its best efforts to, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, but in any event not later than sixty (60) days after receiving such request for a Demand Registration, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, cause any such Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement or amendment or the date of such supplement, (x) to comply in all material respects with the applicable requirements of the Securities Act and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall use commercially reasonable its best efforts to cause such Registration Statement to become effective and remain use its best efforts to keep it effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the applicable Investors a reasonable period certificate signed by the Chief Executive Officer or Chairman of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose Company and its shareholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if effected at such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) days, any deferral under subsection (iv) of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall not then be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days of receipt of the written demand of Shareholder for a Demand Registration, a Registration Statement and offer to Shareholder the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationhereunder.

Filing Registration Statement. INC The Company shall, as expeditiously as possible and in any event within thirty sixty (3060) days after receipt of a request for a Demand Registration from Shareholder pursuant to Section 2.1, prepare and file with the SEC Commission a Registration Statement on any form for which INC the Company then qualifies or which counsel for INC the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities owned by Shareholder to be registered thereunder and in accordance with the intended method(s) of distribution thereof, and shall use commercially reasonable its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1(c)3.1.3; provided, however, that: (i) In that the case of demand under Section 2.1 for a Shelf Registration, the Registration Statement shall be on Form S-3; (ii) INC Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a reasonable period certificate signed by the Chief Executive Officer of time ifthe Company stating that, in the good faith judgment of the Board of Directors or of the officers of INC (and INC shall furnish Company, it would be materially detrimental to the holders a confirmatory certificate signed by a principal executive officer or principal financial officer of INC), it would (1) materially interfere with a significant acquisition, disposition, financing or other transaction involving INC, (2) result in the disclosure of material information that INC has a bona fide business purpose Company and its shareholders for preserving as confidential that is not then otherwise required to be disclosed or (3) render INC unable to comply with requirements under the Securities Act or the Exchange Act; in such event, (A) if the applicable Registration Statement has become effective, each requesting Shareholder will forthwith discontinue (or cause the discontinuance of) disposition of its Registrable Securities until it is advised by INC that the use of such Registration Statement may to be resumed or (B) Shareholder shall be entitled to withdraw its request for the filing of the applicable Registration Statement and, if effected at such request is withdrawn, such request shall not count as one of Shareholder’s permitted requests for registration hereunder and INC shall pay all customary costs and expenses in connection with such withdrawn registrationtime; provided, provided further, however, that INC may the Company shall not have the right to exercise the right set forth in this subsection (ii) in respect of a request by Shareholder for the immediately preceding proviso more than one hundred twenty (120) days once in any 365-day period in respect of a Demand Registration (including in such one hundred twenty (120) dayshereunder. Notwithstanding anything contained herein to the contrary, any deferral under subsection (iv) the Company shall be entitled to postpone the filing of this Section 3.1(a) if the Registration Statement was not timely filed thereunder); (iii) INC shall not be obligated to effect any registration of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration by Shareholder if INC has already completed two (2) Demand Registrations requested by Shareholder within the past twelve (12) month period; (iv) INC shall reasonable period of time not then be obligated to effect any registration in excess of Registrable Securities owned by Shareholder upon receipt of a written demand for a Demand Registration if INC shall furnish to Shareholder a certificate signed by a principal executive officer or principal financial officer of INC stating that INC expects to file, within ninety (90) days calendar days, if the Board of receipt Directors of the written demand Company determines, in good faith exercise of Shareholder for its reasonable business judgment, that such registration and offering would (i) materially and adversely interfere or affect the negotiation or completion of a Demand Registrationtransaction that is being contemplated by the Company or (ii) require disclosure of information, the premature disclosure of which could materially and adversely affect the Company. If the Company postpones the filing of a Registration Statement and offer to Shareholder Statement, it will promptly notify the opportunity to register its Registrable Securities thereunder in accordance with Section 2.2; (v) INC shall not be obligated to effect any registration holders of Registrable Securities upon receipt of a written demand in writing when the events or circumstances permitting such postponements have ended and shall promptly undertake such actions as would have been required hereunder but for a Demand Registration from Shareholder if INC has, within the ninety (90) day period preceding the date of the written demand for a Demand Registration, already effected a Demand Registration; (vi) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities could be sold within ninety (90) days pursuant to Rule 144 under the Securities Act; and (vii) INC shall not be obligated to effect any registration of Registrable Securities upon receipt of a written demand for a Demand Registration if all Registrable Securities are proposed to be offered at an expected aggregate offering price of less than $50.0 million (net of registration expenses set forth in Section 3.3), provided, that this clause (vii) shall not apply to a Shelf Registrationsuch postponement.