Common use of Long-Form Registrations Clause in Contracts

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and holders of a majority of the Aldabra Majority Holders Investor Registrable Securities shall be entitled to request two (2) Long-Form Registrations in which the Company shall pay all Registration Expenses (“Company-paid Long-Form Registrations”); provided that the aggregate offering value of the Investor Registrable Securities requested to be registered in any Long-Form Registration must equal is at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective10 million. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration neither the last nor any subsequent Company-paid Long-Form Registration shall count as one of the permitted Long-Form Registrations unless the holders of Investor Registrable Securities are able to register and sell at least 90% of the Investor Registrable Securities requested to be included in such registration; provided, further, that in any event the Company shall pay all Registration Expenses in connection with any registration within initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the price range acceptable permitted Company-paid Long-Form Registrations unless it does not become effective because the Investors elect not to proceed, in which event the Investors who had elected to participate in such registration shall bear such expenses. The Company shall use commercially reasonable efforts to ensure that all Long-Form Registrations will be underwritten registrations unless otherwise requested or approved by the holders of a majority of the Investor Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a such registration. Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration Registrations shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Longbe Short-Form Registrations). In no event shall Registrations whenever the Company is permitted to use any holder applicable short form with the same effect and if the managing underwriters (if any) agree to use of Registrable Securities have liability to another for determining to withdraw its request for registrationa Short-Form Registration.

Long-Form Registrations. The Boise Each of the New Astoria Majority Holders and the holders of 25% of the EBG Investor Registrable Securities shall be entitled to request five three (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (23) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All 300,000,000 if the registration is the IPO and at least $150,000,000 in all other Long-Form Registrations Registrations; provided further that the request of holders of a majority of the EBG Investor Registrable Securities shall be required to request an IPO. Other than in the case of the IPO, which shall be an underwritten registrations if requested by registration, the holders of a majority of the Registrable Securities initially requesting initiating a Long-Form Registration shall determine if such registration will be an underwritten registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of if (i) the permitted Long-Form Registrations unless the holders requesting holder of Registrable Securities are able determines in good faith to register withdraw (prior to the effective date of the registration statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the registration statement relating to such request is not declared effective within 180 days after the date such registration statement is first filed with the Securities and sell Exchange Commission (other than solely by reason of the requesting holder having refused to proceed) and such requesting holder withdraws its Registration Request prior to such registration statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities requested to be included in the applicable registration relating to such request, such registration within is adversely affected by any stop order, injunction or other order or requirement of the price range acceptable Securities and Exchange Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the holders requesting holder’s reasonable satisfaction within 30 days after the date of such order, or (iv) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a majority material default or breach thereunder by any of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrationsholders). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders A registration shall not be entitled deemed to request five (5) Long-Form Registrations have been effected for purposes of Section 1 and shall not count as the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value one of the Registrable Securities requested to be registered in any Demand Registrations permitted as a Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders applicable registration statement has not been declared effective and kept effective until the earlier of a majority (i) six months following the date on which such registration statement was declared effective and (ii) the sale pursuant to such registration statement of the all Registrable Securities initially requesting such registration. The covered thereby; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, Demand Registration whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in whether or not such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Long-Form Registrations). All Demand Registrations that are Long-Form Registrations shall be underwritten registrations unless otherwise requested by the holders of at least a majority of the Registrable Securities included in the applicable Long-Form Registration. In no the event the Mandatory Registration must be effected as a Long-Form Registration, such registration shall any holder of nonetheless be filed a Shelf Registration and the Company shall use its commercially reasonable efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the date on which all Registrable Securities included in the registration statement shall have liability to another for determining to withdraw its request for registrationbeen sold.

Long-Form Registrations. The Boise Majority Holders holders of a majority of the Summit Registrable Securities shall be entitled to request five (5) demand two Long-Form Registrations and the Aldabra Majority Holders holders of a majority of the Continuing Investor Registrable Securities shall be entitled to request two (2) demand three Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations 10,000,000; provided further that any Demand Registration with respect to the Initial Public Offering shall be underwritten registrations if requested by require the approval of the holders of a majority of the Registrable Securities initially requesting such registrationSecurities. The Company shall pay all Registration Expenses in connection with any registration initiated as a respect to Long-Form Registration, whether or not it becomes effectiveRegistrations. A registration shall not count as one against the total number of the permitted Long-Form Registrations provided for in this Section 2.01(b) until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities requesting such registration are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration within initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted against the price range acceptable total number of permitted Long-Form Registrations provided for in this Section 2.01(b); provided further that no Demand Registration shall be deemed to be a Long-Form Registration whenever the Company is permitted to use any applicable short form. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders shall holders of a majority of the Xxxx Registrable Securities will be entitled to request five three (53) Long-Form Registrations and in which the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Company will pay all Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by Expenses, the holders of a majority of the Existing Stockholder Registrable Securities initially requesting such registration. The will be entitled to request one (1) Long-Form Registration or Short-Form Registration in which the Company shall will pay all Registration Expenses in connection with any registration initiated as Expenses, and the holders of a majority of the Management Registrable Securities will be entitled to request one (1) Long-Form Registration, whether Registration or not it becomes effectiveShort-Form Registration in which the Company will pay all Registration Expenses. A registration shall will not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration shall the last Long-Form Registration (or Short-Form Registration) will not count as one of the permitted Long-Form Registrations (or Short- Form Registrations) permitted to be requested by the holders of Xxxx Registrable Securities, Existing Stockholder Registrable Securities or Management Registrable Securities (as the case may be) unless the holders of Registrable Securities are initially requesting such registration have been able to register and sell at least 90% of the Registrable Securities initially requested to be included registered by such holders; provided that in such any event the Company will pay all Registration Expenses in connection with any registration within the price range acceptable to the holders of initiated as a majority of the Registrable Securities initially requesting registration (with Long- Form Registration whether or not it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a has become effective. All Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationRegistrations may be underwritten regis trations.

Long-Form Registrations. (i) The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders holders of Series B Registrable Securities shall be entitled to request two Long-Form Registrations in which the Company shall pay all Registration Expenses (2) "Company-paid Long-Form Registrations"); provided that the aggregate offering value of the Series B Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All 5,000,000 in net proceeds. (ii) The holders of Series A Registrable Securities shall be entitled to request (A) one Company-paid Long-Form Registrations shall be underwritten registrations if requested by Registration and (B) one Long-Form Registration in which the holders of a majority Series A Registrable Securities shall pay their share of the Registration Expenses as set forth in paragraph 5 hereof; provided that the aggregate offering value of the Series A Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses requested to be registered in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. Registration must equal at least $5,000,000 in net proceeds. (iii) A registration shall not count as one of the permitted Long-Form Registrations until it has become effective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and no registration Company-paid Long-Form Registration or any Long-Form Registration pursuant to clause 1(b)(ii)(B) above shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration within the price range acceptable to the holders of initiated as a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Company-paid Long-Form Registration at any time prior to the effectiveness thereof, in which case whether or not it has become effective and whether or not such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Company-paid Long-Form Registrations). In no event All Long-Form Registrations shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationbe underwritten registrations.

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders holders of Perry Registrable Securities shall be entitled to request two Long-Form Registrations in which the Company shall pay all Registration Expenses (2) "Company-paid Long-Form Registrations") and the holders of Other Investors Registrable Securities shall be entitled to request one Company-paid Long-Form Registration; provided provided, in each case, that the aggregate offering value of the Registrable Securities requested to be registered in any Company-Paid Long-Form Registration must equal at least $25,000,00075 million. All The holders of Registrable Securities shall be further entitled to unlimited Long-Form Registrations shall be underwritten registrations if requested by in which the holders of Registrable Securities participating in such registration shall pay their share of the Registration Expenses as set forth in Section 5 hereof. A registration shall not count as one of the permitted Company-paid Long-Form Registrations until it has become effective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and neither the last or any subsequent Company-paid Long-Form Registration shall count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities requesting a majority Company-paid Long-Form Registration are able to register and sell at least 25% of the Registrable Securities initially requesting requested by such holders to be included in such registration. The ; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration, Registration whether or not it becomes effective. A has become effective and whether or not such registration shall not count has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationunderwritten registrations.

Long-Form Registrations. The Boise Majority Holders (i) Demand Registrations pursuant to Section 2(a) shall be limited as follows: for such time as the Company is not eligible to file a Short-Form Registration, each Investor Holder shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided provided, that in no event shall the aggregate offering value of the Registrable Securities requested Company be obligated to be registered in any Long-Form Registration must equal at least $25,000,000. All effectuate more than three Long-Form Registrations shall be underwritten registrations if requested by that Investor Holder. For all such Demand Registrations contemplated by this Section 2(b)(i), the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses (as defined in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. Section 6(a) hereunder) associated therewith. (ii) A registration shall not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration Long-Form Registration requested by the Initiating Holders shall count as one of the permitted Long-Form Registrations unless the holders Holders of Registrable Securities are able to register and sell at least 90% all of the Registrable Securities requested to be included by such Holders in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration within the price range acceptable to the holders of initiated as a majority Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the Registrable Securities initially requesting registration (with it being understood and agreed that permitted Long-Form Registrations. Initiating Holders making a holder of Registrable Securities instituting request for a Demand Registration shall be entitled hereunder may withdraw from such registration at any time prior to the effective date of such Demand Registration, so long as all Initiating Holders withdraw, in which case the Company may withdraw hissuch registration and provide reasonable prior notice to all Holders who are participating in the Demand Registration, her or its request (unless otherwise requested in writing by another Holder, to effect the extent that such other Holder has the right to demand a Long-Form Registration at any such time prior to the effectiveness thereofin accordance with this Section 2, in which case such registration other Holder shall not proceed thereafter be deemed to be the Initiating Holders with respect to any holder such registration) and such registration request shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another Registrations for determining to withdraw its request for registrationsuch original Initiating Holders.

Long-Form Registrations. The Boise Majority Initiating Holders shall be entitled to request five (5i) three (3) Long-Form Registrations and in which the Aldabra Majority Holders Company shall be entitled to request two pay all Registration Expenses (2) “Company-paid Long-Form Registrations; provided that ”) and (ii) an unlimited number of Long-Form Registrations in which the aggregate offering value holders of Investor Registrable Securities included in such registration shall pay their pro rata share of the Registration Expenses as set forth in Section 5 below. A registration shall not count as one of the permitted Company-paid Long-Form Registrations until it has become effective and the holders requesting registration are able to register and sell at least ninety percent (90%) of the Registrable Securities requested to be registered included in such registration; provided that in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by event the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration, Registration whether or not it becomes effective. A has become effective and whether or not such registration shall not count has counted as one of the permitted Company-paid Long-Form Registrations until it has become effective Registrations. Notwithstanding the foregoing and no subject to Section 1(f) below, if any registration initiated by the Initiating Holders as a Company-paid Long-Form Registration is voluntarily withdrawn by such Initiating Holders, such holders may (a) pay all Registration Expenses in connection with such registration in which case such registration shall not be treated as a Company-paid Long-Form Registration or (b) cause the Company to pay such expenses provided that such registration shall count as one of the permitted LongCompany-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted paid Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders shall Investor Stockholders shall, in total, be entitled to request five three separate (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (23) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least ninety percent (90% %) of the aggregate Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the registration; provided, however, any Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled could otherwise have been sold pursuant to withdraw his, her or its request to effect a an effective Long-Form Registration at any time but are either (i) not sold prior to the effectiveness thereofexpiration of the period during which the Company is obligated to keep such Long-Form Registration effective or (ii) voluntarily withdrawn from such registration, shall be deemed, for the purpose of the definition of Registrable Securities under Section 8(d), as having been sold under an effective registration. The Company shall pay all Registration Expenses (as hereinafter defined) in which case connection with any registration initiated as one of the Long-Form Registrations whether or not it has become effective and whether or not such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Long-Form Registrations). In no event The Company shall file a registration statement in connection with any holder Long-Form Registration with the U.S. Securities and Exchange Commission (the “SEC”) within forty-five (45) days following its receipt of the Initiating Holder’s valid notice requesting such Demand Registration. The Company agrees to use all commercially reasonable efforts to (i) cause such registration statement to be declared effective by the SEC as soon as possible after its filing with the SEC; and (ii) keep such registration statement continuously effective with the SEC for the lesser of (A) one hundred eighty (180) days (which 180-day period shall be extended by the number of days that the sale of Registrable Securities is suspended as described in Section 4(b)) or (B) until all Registrable Securities covered by such registration statement have liability to another for determining to withdraw its request for registrationbeen sold.

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five holders of a majority of the Investor Registrable Securities (5other than the Tudor Registrable Securities) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by , the holders of a majority of the Tudor Registrable Securities initially requesting such registrationshall be entitled to request one (1) Long-Form Registration and the holders of a majority of the M&C Registrable Securities shall be entitled to request three (3) Long-Form Registrations. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effectiveRegistrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no unless the holders of Registrable Securities who requested such registration are able to register and sell at least two-thirds (2/3) of the Registrable Securities that they requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective (subject to the next sentence) and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder. Notwithstanding the foregoing, if a Long-Form Registration is withdrawn by the holders of Registrable Securities who requested such registration prior to the time that it has become effective for reasons other than the disclosure of information concerning the Company that is materially adverse to the Company or its stock price (which disclosure is made after the date such registration is requested pursuant to paragraph 1(a) above), such Long-Form Registration shall count as one of the permitted Long-Form Registrations hereunder for such requesting holders unless the holders of Registrable Securities are able to register and sell at least 90% who requested such registration reimburse the Company for all of the Registrable Securities requested to be included in such registration within Registration Expenses incurred by the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time Company prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationwithdrawal.

Long-Form Registrations. The Boise Majority Holders A registration shall not be entitled deemed to request five (5) Long-Form Registrations have been effected for purposes of Section 1 and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value not count as one of the Registrable Securities requested to be registered in any Demand Registrations permitted as a Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders applicable registration statement has not been declared effective and kept effective until the earlier of a majority (i) six months following the date on which such registration statement was declared effective and (ii) the sale pursuant to such registration statement of the all Registrable Securities initially requesting such registration. The covered thereby; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, Demand Registration whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in whether or not such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Long-Form Registrations). All Demand Registrations that are Long-Form Registrations shall be underwritten registrations unless otherwise requested by the holders of at least a majority of the Registrable Securities included in the applicable Long-Form Registration. In no the event the Mandatory Registration must be effected as a Long-Form Registration, such registration shall any holder of nonetheless be filed a Shelf Registration and the Company shall use its commercially reasonable efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the date on which all Registrable Securities included in the registration statement shall have liability to another for determining to withdraw its request for registrationbeen sold.

Long-Form Registrations. (i) The Boise Majority Holders shall holders of Cornerstone Investors Registrable Securities will be entitled to request five (5) three Long-Form Registrations. A registration will not count as one of the permitted Long-Form Registrations for purposes of the preceding sentence unless and the Aldabra Majority Holders shall be entitled to request two (2) until it has become effective and no Long-Form Registrations; provided that Registration will count as a Long-Form Registration for purposes of the aggregate offering value preceding sentence unless the applicable holders of Cornerstone Investors Registrable Securities sell at least 75% of the Registrable Securities requested to be registered included by them in such registration. (ii) Subject to the conditions contained in Section 2(a), BT and its Affiliates (and not any of their respective assigns) will be entitled to two Long-Form Registration must equal which shall include the registration of Registrable Securities which yield at least $25,000,0005,000,000 of net proceeds to the sellers of such Registrable Securities. All A registration will not count as one of the permitted Long-Form Registrations shall be underwritten registrations if requested by for purposes of the holders preceding sentence unless and until it has become effective and no Long-Form Registration will count as a Long-Form Registration for purposes of a majority the preceding sentence unless BT and its Affiliates (and not any of their respective assigns) are able to register and sell at least 75% of the Registrable Securities initially requesting requested to be included by them in such registration. . (iii) The Company shall will pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, Registration whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationeffective.