Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company shall use all reasonable efforts to prepare and cause to be filed with the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months after it is filed with the Commission (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on a Form S-3 or other appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall use all reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending when (x) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (z) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company Issuer shall use all its reasonable best efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after ). If the Effectiveness Date. The Company agrees to use all reasonable efforts to cause Issuer has not yet filed an Exchange Offer Registration Statement, the Issuer shall file with the SEC the Initial Shelf Registration on or prior to be declared effective under the Securities Act within three months after it is filed with Filing Date. Otherwise, the Commission (Issuer shall use its reasonable best efforts to file the "Initial Shelf Registration Statement")within 20 days of the delivery of the Shelf Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuer shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company shall use all reasonable efforts to carefully prepare and cause to be filed file with the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or SEC, as soon as practicable after following the Effectiveness Effective Date (but no later than 60 days from the Effective Date. The Company agrees ), a Registration Statement for an offering to use be made on a continuous basis pursuant to Rule 415 covering all reasonable efforts to cause of the Registrable Securities then outstanding (the “Initial Shelf Registration to be declared effective under the Securities Act within three months after it is filed with the Commission (the "Initial Shelf Registration Statement"Registration”). The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities for resale by such holders the Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration. The Company shall use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Act as soon as practical after the Effective Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the fifth anniversary of the Effective Date (the “Effectiveness Period”), or such shorter period ending when on the earlier of the date on which (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant theretoin the manner set forth and as contemplated in the Initial Shelf Registration, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Short Form Registration covering all of the Registrable Securities has been declared effective under the Act or (iii) all Registrable Securities Actmay be immediately sold pursuant to Rule 144(k), provided that the Company has obtained an opinion to such effect from counsel reasonably acceptable to such Holder.

Initial Shelf Registration. The Company agrees thatshall, upon under the request of any Initiating Holder made at any time after the Effectiveness Datecircumstances set forth in Section 2(i), the Company shall use all reasonable efforts to prepare and cause file with the SEC a Xxxxxxxx- tion Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date). The Company agrees to shall use all reasonable its best efforts to cause file the Initial Shelf Registration to be declared effective under within 20 days of the Securities Act within three months after it is filed with delivery of the Commission (Shelf Notice or as promptly as possible following the "Initial Shelf Registration Statement")request of the Purchaser or, if later, by the Filing Date. The Initial Shelf Registration Statement shall be on a Form S-3 or other an appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them a majority in liquidation preference of the securities then outstanding (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date). The Company agrees to shall use all reasonable its best efforts to cause file the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (Shelf Notice or as promptly as possible following the "Initial Shelf Registration Statement")request of the Purchaser. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in no event later than 60 days after the filing of the Initial Shelf Registration and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 18 months from the Effectiveness Date (subject to extension pursuant to the penultimate paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant theretosold, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act or (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months after it is filed with the Commission (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on a Form S-3 or other an appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the third year anniversary of the Closing Date (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, to the Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act.; provided, that the Company may suspend the effectiveness of a Shelf Registration for a period not to exceed 45 days in any calendar year (a "Shelf Blackout Period"), and the three year period specified above shall be extended by

Initial Shelf Registration. The Company agrees thatshall, upon under the request of any Initiating Holder made at any time after the Effectiveness Datecircumstances set forth in Section 2(i), the Company shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date). The Company agrees to shall use all reasonable its best efforts to cause file the Initial Shelf Registration to be declared effective under within 20 days of the Securities Act within three months after it is filed with delivery of the Commission (Shelf Notice or as promptly as possible following the "Initial Shelf Registration Statement")request of the Purchasers or, if later, by the Filing Date. The Initial Shelf Registration Statement shall be on a Form S-3 or other an appropriate form permitting registration of such Registrable Securities for resale by such holders Holders in the manner or manners designated by them a majority in principal amount of the securities then outstanding (including, without limitation, one or more underwritten offerings). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company Issuers shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions Notes (the "Initial Shelf RegistrationINITIAL SHELF REGISTRATION") on or as soon as practicable after the Effectiveness Date). The Company agrees to Issuers shall use all reasonable their best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (the "Initial Shelf Registration Statement")Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use all reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (xi) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, in the manner set forth and as contemplated in the Initial Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities Notes has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon the request of any Initiating Holder made at any time after the Effectiveness Date, the Company Obligors shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions Notes (the "Initial Shelf RegistrationINITIAL SHELF REGISTRATION") on or as soon as practicable after the Effectiveness Date). The Company agrees to Obligors shall use all reasonable their best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (the "Initial Shelf Registration Statement")Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Obligors shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Obligors shall use all reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS Period"), or such shorter period ending when (xi) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, in the manner set forth and as contemplated in the Initial Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities Notes has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon shall prepare and file with the request SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of any Initiating Holder made at any time after the Effectiveness DateRegistrable Notes (the "INITIAL SHELF REGISTRATION"). If the Company shall have not yet filed an Exchange Registration Statement, the Company shall use all reasonable its best efforts to prepare and cause to be filed file with the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable efforts to cause SEC the Initial Shelf Registration on or prior to be declared effective under the Securities Act within three months after it is filed Filing Date. In any other instance, the Company shall use its best efforts to file with the Commission (SEC the "Initial Shelf Registration Statement")within 30 days of the delivery of the Shelf Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (xi) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (z) a Subsequent in the manner set forth and as contemplated in the Initial Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.or

Initial Shelf Registration. The Company agrees that, upon shall prepare and file with the request SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of any Initiating Holder made at any time after the Effectiveness Date, Registrable Shares (the "INITIAL SHELF REGISTRATION"). The Company shall use all reasonable its best efforts to prepare and cause to be filed file with the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable efforts to cause SEC the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (the "Initial Shelf Registration Statement")Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Shares for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). Except to the extent required by any agreement to which the Company is a party, the Company shall not permit any securities other than the Registrable Shares to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (xi) all Registrable Securities Shares covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, in the manner set forth and as contemplated in the Initial Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities Shares has been declared effective under the Securities Act.

Initial Shelf Registration. The (i) Subject to the terms and conditions of this Agreement, the Company agrees thatto use its best efforts to prepare and file with the SEC, upon as soon as reasonably practicable, but in no event later than June 15, 2011 (the request “Filing Deadline”), a registration statement (together with the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, the “Initial Shelf Registration”) covering the resale of any Initiating Holder all of the Registrable Securities that are owned by the USH Investor or its Affiliates for an offering to be made at any time after on a continuous basis; provided, however, that the Effectiveness DateUSH Investor shall not be named as an “underwriter” in the Initial Shelf Registration without the USH Investor’s prior written consent. Subject to the terms of this Agreement, the Company shall use all reasonable efforts to prepare and cause to be filed with the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable its best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act within three months as promptly as possible after it is filed with the Commission (the "filing thereof, but in any event prior to July 31, 2011, and shall use its best efforts to keep such Initial Shelf Registration Statement")continuously effective under the Securities Act during the period (the “Effectiveness Period”) ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Initial Shelf Registration, or (ii) the date as of which no Registrable Securities are outstanding. The Initial Shelf Registration Statement shall may be on a Form S-3 or other appropriate form permitting registration of such Registrable Securities for resale used by such holders in the manner or manners designated by them (including, without limitation, USH Investor and/or Affiliates from time to time to complete one or more underwritten offerings). The Company shall use all reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending when (x) all Registrable Securities covered offerings as contemplated by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (z) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Actthis Agreement.

Initial Shelf Registration. The Company agrees thatshall, upon under the request of any Initiating Holder made at any time after the Effectiveness Datecircumstances set forth in Section 2(i), the Company shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on ). The Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as soon promptly as practicable after possible following the Effectiveness request of the Purchaser or, if later, by the Filing Date. The Initial Shelf Registration shall be an appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by a majority in principal amount of the securities then outstanding (including, without limitation, one or more under written offerings). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months as promptly as practicable after it is filed with the Commission (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on a Form S-3 or other appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall use all reasonable efforts filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon shall prepare and file with the request SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of any Initiating Holder made at any time after the Effectiveness Date, Registrable Preferred Stock (the "INITIAL SHELF REGISTRATION"). The Company shall use all reasonable its best efforts to prepare and cause to be filed file with the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable efforts to cause SEC the Initial Shelf Registration to be declared effective under within 30 days of the Securities Act within three months after it is filed with delivery of the Commission (the "Initial Shelf Registration Statement")Notice. The Initial Shelf Registration Statement shall be on a Form S-3 S-1 or other another appropriate form permitting registration of such Registrable Securities Preferred Stock for resale by such holders Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Preferred Stock to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until two years from the Issue Date (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (xi) all Registrable Securities Preferred Stock covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, in the manner set forth and as contemplated in the Initial Shelf Registration or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities Preferred Stock has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees thatshall, upon under the request of any Initiating Holder made at any time after the Effectiveness Datecircumstances set forth in Section 2(i), the Company shall use all reasonable efforts to prepare and cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the Commission a registration statement for a Shelf Registration covering up to the aggregate number of Registrable Securities and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on ). The Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as soon promptly as practicable after possible following the Effectiveness request of the Purchasers or, if later, by the Filing Date. The Initial Shelf Registration shall be an appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by a majority in principal amount of the securities then outstanding (including, without limitation, one or more under written offerings). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use all reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months as promptly as practicable after it is filed with the Commission (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on a Form S-3 or other appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall use all reasonable efforts filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold pursuant thereto, (y) no Registrable Securities remain outstanding, or (zii) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act.

Initial Shelf Registration. The Company agrees that, upon 2.1.1 With respect to all of the request of any Initiating Holder made at any time after Registrable Securities held by the Effectiveness DateHolders, the Company shall (a) as promptly as practicable prepare and file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) as permitted by Rule 415 of the Securities Act (or such other similar rule as is then applicable) for the public resale of such Registrable Securities then outstanding on a delayed or continuous basis (the “Shelf Registration”), and (b) to the extent that such Shelf Registration Statement has not theretofore been declared effective or is not automatically effective upon such filing, use all reasonable best efforts to prepare cause such Shelf Registration Statement to become and cause to be filed with declared effective by the Commission a registration statement for a Shelf Registration covering up to not later than thirty (30) days after the aggregate number of Registrable Securities Closing Date (as defined in the Exchange Agreement) and permitting sales in ordinary course brokerage or dealer transactions (the "Initial Shelf Registration") on or any event as soon as practicable after the Effectiveness Date. The Company agrees to use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act within three months after it is filed with the Commission (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on a Form S-3 or other appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)filing. The Company shall use all reasonable best efforts to keep the Initial cause each Shelf Registration Statement filed pursuant to this Section 2.1 to be continuously effective under effective, supplemented, amended or replaced to the Securities Act extent necessary to ensure that it is available for the period ending when resale of all Registrable Securities by the Holders until the earlier of (xi) all Registrable Securities covered by the Initial Shelf Registration Statement have having been sold pursuant thereto, distributed in the manner set forth and as contemplated in such Shelf Registration Statement and (yii) there no being longer any Registrable Securities remain outstanding, or . So long as the Company is a well-known seasoned issuer (z) a Subsequent Shelf Registration covering all of the Registrable Securities has been declared effective as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the Commission, such Shelf Registration Statement shall be designated by the Company as an automatic Shelf Registration Statement.