Common use of Obligation to File and Maintain Clause in Contracts

Obligation to File and Maintain. At any time following the purchase by Buyer of Company Preferred Stock, promptly upon the written request of Buyer, the Company will use its best efforts to file with the Commission a registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer may from time to time notify the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At Subject to the limitations provided herein, if at any time following the purchase by Buyer of Company Preferred Stock, promptly upon the written request of Buyer, the Company will use its best efforts shall be requested in writing (which writing shall specify the Registrable Securities to file with be sold and the Commission a intended method of disposition) by the Purchaser or any subsequent holders of Convertible Notes or Registrable Securities constituting 51% or more of the Registrable Securities then outstanding (treating the Registrable Securities issuable upon conversion of the Convertible Notes as outstanding for this purpose), to effect the registration statement under the Securities Act of the Registrable Securities, the Company shall, within 10 business days after the Company receives such written request give written notice of such requested registration to all other holders of Convertible Notes and Registrable Securities. The Company shall within sixty (60) days of such request, file a registration statement covering all of the number of Registrable Securities that the Company has been so requested to register by the holder(s) sending the initial request for registration to the offering Company and all other Registrable Securities that the Company has been requested to register by the other holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company. The registration statement shall include a number of shares of Common Stock issuable upon the conversion of the Convertible Notes issued hereunder or if all the Convertible Notes have been already converted, such number of shares of Common Stock issued upon such conversion on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Company shall not be required to effect more than three (3) Shelf Registration statements pursuant to this Section 8.1(a) if, with respect to any such registration, the following conditions are met: (i) such registration becomes effective and remains effective until such time as all securities registered thereunder have been sold and (ii) the Purchaser does not withdraw its request for registration in its entirety prior to the time such Shelf Registration becomes effective; provided, however, the Company shall file any additional Shelf Registration Statements from time to time to include a number of shares of Common Stock sufficient to reflect any anti-dilution adjustments and accrual of interest paid as PIK Securities (as defined in the Convertible Notes). The Common Stock registered under the Shelf Registration shall be reserved for the Common Stock issued or issuable, as the case may be, upon the conversion of the Convertible Notes. The Shelf Registration shall be on an appropriate form and the Shelf such Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer the holders of Registrable Securities may from time to time notify the Company, including (I) the sale of some or all of the Registrable Securities in a public offering oroffering, or (II) if requested by Buyerthe any holder of Registrable Securities, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company any holder of Registrable Securities undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable tradable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such placement to permit such shares to be freely tradeable tradable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable tradable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At any time Promptly following the purchase by Buyer of Company Preferred Stock, promptly upon the written request of BuyerCommencement Date, the Company will use its best commercially reasonable efforts to file with the Commission a registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities and will use commercially reasonable efforts to have it declared effective as promptly as practicable following the Commencement Date (the "Shelf Registration"). The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer a Purchaser may from time to time notify the Company, including including, without limitation, the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyera Purchaser, subject to receipt by the Company of such information (including information relating to purchasersPurchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company seller undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company seller undertakes to register such shares effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, thereof or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company seller undertakes to register such shares effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its best commercially reasonable efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities three years thereafter (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date not including periods during such period of effectiveness thereof plus a number of days equal to the number of days in all which are Registration Suspension Periods relating to and any periods during which such Shelf Registrationregistration cannot be used by Purchasers as a result of any stop order, injunction or other order of the Commission or other government authority for any reason other than an act or omission of a Purchaser), or, if shorter, the holding period under Rule 144(k) promulgated under the Securities Act for Persons who are not affiliates of the Company (the "Effectiveness Period"). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer a Purchaser or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its commercially reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At any time following the purchase by Buyer of Company Preferred Stock, promptly upon the written request of Buyer, the Company will use its best efforts to Equalnet shall file with the Commission a registration statement under covering all of the Securities Act for the offering Registrable Securities, on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Shelf Registration shall be amended from time to time to include a number of shares of Common Stock sufficient to include all shares of Common Stock held by the Purchasers including shares which may be obtained upon conversion of the Convertible Note (as defined the Merger Agreement). The Common Stock registered under the Shelf Registration shall be reserved for the Securities held by the Purchasers and their Affiliates. The Shelf Registration shall be on an appropriate form and the Shelf such Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer the holders of Registrable Securities may from time to time notify the CompanyEqualnet, including (I) the sale of some or all of the Registrable Securities in a public offering or, (II) if requested by Buyerthe any holder of Registrable Securities, subject to receipt by the Company Equalnet of such information (including information relating to purchasers) as the Company Equalnet reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company any holder of Registrable Securities undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable tradable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such placement to permit such shares to be freely tradeable tradable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable tradable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At any time following the purchase by Buyer of The Company Preferred Stock, promptly upon the written request of Buyer, the Company will use its best efforts to shall file with the Commission a registration statement under covering all of the Registrable Securities Act for and which shall include a number of shares of Common Stock issuable upon the offering exercise of all of the shares of Preferred Stock issued hereunder, the Warrants issued or which may be issued hereunder and the number of shares of Common Stock issuable upon conversion of any Additional Preferred Stock (assuming that the Additional Preferred Stock Price Per Share multiplied by 0.85 equals $4.50), on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Shelf Registration shall be amended from time to time to include a number of shares of Common Stock sufficient to include all shares of Common Stock issuable upon exercise or conversion of all equity securities issued pursuant to this Agreement or upon conversion or exercise of the Warrants, the Preferred Stock or the Additional Preferred Stock. The Common Stock registered under the Shelf Registration shall be reserved for the Common Stock issuable upon the exercise or conversion of the securities issued pursuant to this Agreement or exercise of the Warrants, the Preferred Stock or the Additional Preferred Stock. The Shelf Registration shall be on an appropriate form and the Shelf such Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer the holders of Registrable Securities may from time to time notify the Company, including (I) the sale of some or all of the Registrable Securities in a public offering or, (II) if requested by Buyerthe any holder of Registrable Securities, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company any holder of Registrable Securities undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable tradable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such placement to permit such shares to be freely tradeable tradable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable tradable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At Upon completion of a public ------------------------------- offering of any shares of common stock of the Corporation (whether pursuant to an initial public offering by the Corporation or as a result of the MDCP Group Stockholders, the Blackstone Group Stockholders or the CCS Group Stockholders exercising their demand registration rights pursuant to Article 2), at any time following after the purchase by Buyer first anniversary and prior to the third anniversary of Company Preferred Stockthe completion of such public offering (which date of completion shall be deemed to be the third business day after the date on which the registration statement with respect to such public offering is declared effective), promptly upon the written request of Buyerthe MDCP Group Stockholders Representative, the Company Blackstone Group Stockholders Representative or the CCS Group Stockholders Representative, the Corporation will use its best efforts to file file, as promptly as reasonably possible, with the Securities and Exchange Commission (the "Commission") a ---------- registration statement under the Securities Act of 1933, as amended and any successor thereof, and the rules and regulations thereunder (the "Securities ---------- Act"), for the offering on a continuous or delayed basis in the future (the --- "Shelf Registration") of all of the Registrable Securities then owned by the ------------------- Investor Stockholders and the CCS Group Stockholders (including, in the "Shelf Registration"case of the CCS Group Stockholders, shares of Common Stock acquired by any CCS Group Stockholder in addition to shares of Common Stock acquired in the Merger and, in the case of the Investor Stockholders, any shares of Common Stock acquired by any Investor Stockholder upon conversion of the Preferred Stock and any other shares of Common Stock acquired by an Investor Stockholder). The Shelf Registration shall be on an appropriate form that the Corporation is then eligible to use and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer the MDCP Group Stockholders Representative, the Blackstone Group Stockholders Representative and the CCS Group Stockholders Representative may from time to time notify jointly specify in a written notice to the CompanyCorporation, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyerthe MDCP Group Stockholders Representative, the Blackstone Group Representative or the CCS Group Stockholders Representative, subject to receipt by the Company Corporation of such information (including information relating to purchasers) as the Company Corporation reasonably may require, the sale of some or all of the Registrable Securities (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company Corporation undertakes to effect registration of such shares Registrable Securities as soon as possible after the completion of such offering in order to permit such shares Registrable Securities to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company Corporation undertakes to register such shares Registrable Securities after the conclusion of such placement to permit such shares Registrable Securities to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company Corporation undertakes to register such shares Registrable Securities after the conclusion of such transaction to permit such shares Registrable Securities to be freely tradeable by the purchasers thereof. The Company Corporation shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration)Securities. During the period during which the Shelf Registration is effective, the Company Corporation shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested jointly by Buyer the MDCP Group Stockholders Representative, the Blackstone Group Stockholders Representative and the CCS Group Stockholders Representative or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At any time following Subject to the purchase prior receipt by Buyer the Company of Company Preferred Stockthe audited financial statements, promptly upon auditors' report and current accountants' consent required by Section 10.6 of the written request of BuyerSale and Purchase Agreement, the Company will use its best efforts agrees to prepare and, within two hundred seventy (270) days following the Completion Date (as defined in the Sale and Purchase Agreement) and in any event not later than June 30, 2003 (or, if later, the date that the Company's report on Form 20-F is required to be filed with the Commission), to file with the Commission a Commission, one (1) registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act for Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the offering on a continuous or delayed basis in the future of Commission, covering all of the Registrable Securities held by the Holders (such registration, the "Shelf RegistrationRegistration Statement"). The Shelf Registration Statement shall be on an Form F-3 under the 246 Securities Act or another appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer may from time to time notify the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, subject to receipt selected by the Company of such information (including information relating and reasonably acceptable to purchasersthe participating Holders) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company undertakes to effect permitting registration of such shares as soon as possible after Registrable Securities for resale by the completion of such offering in order to permit such shares to be freely tradeable participating Holders in the United States, manner or manners reasonably designated by them (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereofnot including underwritten offerings). The Company shall use its reasonable commercial best efforts to cause the Shelf Registration Statement to be declared effective by the Commission pursuant to the Securities Act no later than the one year anniversary of the Completion Date, and to keep the Shelf Registration Statement continuously effective for under the period beginning on Securities Act until the later of (i) the third anniversary of the Completion Date or (ii) the date on which all of such securities are eligible to be sold or distributed pursuant to Rule 144 (or any successor provision) under the Securities Act within any consecutive three month period (including, without limitation, pursuant to Rule 144(k)) without volume limitations (such period, the "Effectiveness Period"); provided, that the Effectiveness Period shall be extended by that number of days which is equal to the aggregate number of days that the selling Holders are required to suspend use of the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness Statement pursuant to actions or events described in Section 3 of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filingthis Agreement.

Obligation to File and Maintain. At any time following On or prior to the purchase by Buyer of Company Preferred Stock, promptly upon the written request of BuyerFinal Registration Date, the Company will use its best efforts to shall file with the Commission a registration statement under covering all of the Registrable Securities Act for and which shall include a number of shares of Common Stock issuable upon the offering conversion of all of the shares of Preferred Stock issued on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Shelf Registration shall be amended from time to time to include a number of shares of Common Stock sufficient to include all shares of Common Stock issuable upon exercise or conversion of all Preferred Stock. The Shelf Registration shall be on an appropriate form and the Shelf such Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer the holders of Registrable Securities may from time to time notify the Company, including (I) the sale of some or all of the Registrable Securities in a public offering or, (II) if requested by Buyerany holder of Registrable Securities, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company any holder of Registrable Securities undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable tradable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such placement to permit such shares to be freely tradeable tradable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company any holder of Registrable Securities undertakes to register such shares effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable tradable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At any time Promptly following the purchase by Buyer of Company Preferred Stock, promptly upon the written request of BuyerCommencement Date, the Company will use its best commercially reasonable efforts to file with the Commission a registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities and will use commercially reasonable efforts to have it declared effective as promptly as practicable following the Commencement Date (the "Shelf Registration"). The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer a Purchaser may from time to time notify the Company, including including, without limitation, the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyera Purchaser, subject to receipt by the Company of such information (including information relating to purchasersPurchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company seller undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company seller undertakes to register such shares effect a registration after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, thereof or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company seller undertakes to register such shares effect a registration after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its best commercially reasonable efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on three years thereafter, or, with respect to any Purchaser entitled to preemptive rights under the first date that there are no Registrable Securities (provided that Purchase Agreement, if longer, three years after the last acquisition by such Purchaser of securities of the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date pursuant to such preemptive rights (not including periods during such period of effectiveness thereof plus a number of days equal to the number of days in all which are Registration Suspension Periods relating to and any periods during which such Shelf Registrationregistration cannot be used by Purchasers as a result of any stop order, injunction or other order of the Commission or other government authority for any reason other than an act or omission of a Purchaser), or, if shorter, the holding period under Rule 144(k) promulgated under the Securities Act for Persons who are not affiliates of the Company (the "Effectiveness Period")). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer a Purchaser or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its commercially reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At any time following the purchase by Buyer of Company Preferred Stocktime, promptly upon the written request of Buyer, or the Advancing Party, the Company will use its best efforts to file file, at a time specified in such request but not before the earlier of (a) the first anniversary of the Qualified Underwritten Offering and (b) the second anniversary of the Initial Closing, with the Commission a registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration"). The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer may from time to time notify the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyer, or the Advancing Party, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided that the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registration)Securities. During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

Obligation to File and Maintain. At any time beginning two weeks prior to and ending two weeks following the purchase by Buyer of date the Preferred Units are first redeemable for Company Preferred Stock, promptly upon the written request of Buyer, the Company will use its best efforts to file cause to be filed with the Commission a registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration")) and will use its best efforts to cause such Shelf Registration to be declared effective by the Commission as soon as practicable thereafter. The Shelf Registration shall provide (x) that upon any redemption of the Units and the Preferred Units pursuant to the Operating Partnership Agreement and the Operating Partnership Amendment that is satisfied with shares of the Company Common Stock or Company Preferred Stock, the Existing Partners shall receive shares of Company Common Stock and Company Preferred Stock that shall be registered under the Securities Act pursuant to the Shelf Registration and (y) for the offer and sale on a continuous basis in the future of all of the Registrable Securities. The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer the Existing Partners may from time to time notify the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Buyerthe Existing Partners, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company undertakes to effect registration of such shares as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided it being understood that the Existing Partners shall promptly notify the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registrationsale). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer the Existing Partners or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. Notwithstanding the foregoing, the Existing Partners shall be prohibited from utilizing this Shelf Registration for purposes of reselling any Registrable Securities earlier than one year following the date hereof.

Obligation to File and Maintain. At any time following No later than three months prior to the purchase by Buyer of date the Notes are first convertible into Company Preferred Common Stock, promptly upon the written request of Buyer, the Company will shall use its best efforts to file cause to be filed with the Commission a registration statement under the Securities Act for the offering on a continuous or delayed basis in the future of all of the Registrable Securities (the "Shelf Registration")) and will use its best efforts to cause such Shelf Registration to be declared effective by the Commission as soon as practicable thereafter. The Shelf Registration shall provide (x) that upon any conversion of the Notes pursuant to the Note Purchase Agreement that is satisfied with shares of the Company Common Stock, Investor shall receive shares of Company Common Stock that shall be registered under the Securities Act pursuant to the Shelf Registration and (y) for the offer and sale on a continuous basis in the future of all of the Registrable Securities. The Shelf Registration shall be on an appropriate form and the Shelf Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as Buyer Investor may from time to time notify instruct the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by BuyerInvestor, subject to receipt by the Company of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company undertakes to effect registration of such shares shares, as soon as possible after the completion of such offering in order to permit such shares to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company undertakes to register such shares shares, after the conclusion of such placement to permit such shares to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company undertakes to register such shares after the conclusion of such transaction to permit such shares to be freely tradeable by the purchasers thereof. The Company shall use its best efforts to keep the Shelf Registration continuously effective for the period beginning on the date on which the Shelf Registration is declared effective and ending on the first date that there are no Registrable Securities (provided it being understood that Investor shall promptly notify the Company may terminate the effectiveness of a Shelf Registration on the second anniversary of the date of effectiveness thereof plus a number of days equal to the number of days in all Registration Suspension Periods relating to such Shelf Registrationsale). During the period during which the Shelf Registration is effective, the Company shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by Buyer Investor or an underwriter of Registrable Securities, including to reflect any specific plan of distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. Notwithstanding the foregoing, Investor shall be prohibited from utilizing this Shelf Registration for purposes of reselling any Registrable Securities earlier than two years following the date hereof.