Common use of Shelf Registration Filing Clause in Contracts

Shelf Registration Filing. Subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty (30) days following the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE"), the Company shall file with the Commission a registration statement (the "SHELF REGISTRATION STATEMENT") relating to the offer and sale of all Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basis. The Company shall use its reasonable best efforts to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof with the Commission. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company shall file the Shelf Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective.

Shelf Registration Filing. Subject to (i) The Company shall prepare and file as promptly as practicable after the provisions contained Effective Date under the Merger Agreement, but in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty no event later than (30a) 120 days following after the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE"), Effective Date if the Company shall file with is (1) required to use Form S-1 or (2) is not a WKSI, or (b) 180 days after the Commission Effective Date if the Company is permitted to use Form S-3 and is a registration statement (WKSI, a Registration Statement under the "SHELF REGISTRATION STATEMENT") relating Securities Act to permit the offer and sale public resale of all Registrable Securities by the Holders to the public, Covered Company Shares from time to time, on a delayed including as permitted by Rule 415 under the Securities Act (or continuous basisany similar provision then in force) with respect to all Covered Company Shares (the “Shelf Registration Statement”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 if the Company is eligible to use Form S-3 or Form S-1 if the Company is not eligible to use Form S-3; provided, however, that if a Prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the managing underwriter of such Underwritten Offering (the “Managing Underwriter”) at any time shall notify Navy in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such Prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to cause include such information in such a Prospectus supplement. To the Company's independent public accountants extent, in accordance with the previous sentence, the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to issue their audit report covering the Company's post-emergence "fresh-start" financial statements convert such Form S-1 to a Shelf Registration Statement on Form S-3 as soon as practicable after the effective date of the Plan Company is eligible to use Form S-3, and, subject if at the time of such filing the Company is a WKSI, the Form S-3 shall be filed as an Automatic Shelf Registration Statement. Subject to the provisions contained in this Section 4.1 and in Sections 3.2(c2.01(b), 5.2 and 5.3 hereof, the Company will use reasonable best efforts to cause the initial Shelf Registration Statement filed pursuant to be declared this Section 2.01(a) to become effective by prior to the Commission as soon as practicable after the filing thereof with the Commission. The Lock-up Period Expiration Date and to cause a Shelf Registration Statement shall specify covering the intended method of distribution of the subject Registrable Securities substantially in to be continuously effective under the form of Exhibit A attached hereto. The Company shall file Securities Act from and after the date the initial Shelf Registration Statement is declared or becomes effective until the date on Form S-3 orwhich there are no longer any Registrable Securities outstanding (the “Shelf Period”). Subject to Section 2.01(b), the Company shall be deemed not to have used reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Period if the Company intentionally takes any action or the offering omits to take any action that would result in Holders of the Registrable Securities does covered thereby not satisfy the requirements for use of being able to offer and sell any Registrable Securities pursuant to such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing Shelf Period, unless such action or omission is required by applicable law. Each Shelf Registration Statement, when declared effective (including the documents incorporated therein by reference), will comply as to form with all applicable requirements of the Company's issuance Securities Act and the Exchange Act and will not contain an untrue statement of a notice material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) At any time after the filing of a proposed registration of an underwritten offering of equity securities Form S-3, if the Company is no longer eligible to use Form S-3 (the “Determination Date”), within 10 days after such Determination Date, the Company shall (A) give written notice thereof to all of the Company for its own account Holders and (except pursuant B) file a Registration Statement on an appropriate form (or a post-effective amendment converting the Form S-3 to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit planan appropriate form) to covering all of the Holders pursuant to Section 3.1 hereofRegistrable Securities, continuing while the Company uses and use reasonable best efforts to pursue have such registered underwritten offering, and ending upon Registration Statement declared effective as promptly as practicable after the earliest to occur of: (i) 45 days immediately following date the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling Form S-3 is no longer useable by the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectiveSecurities.

Shelf Registration Filing. (a) Subject to the provisions contained in this Section 4.1 4.1(b) and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty sixty (3060) days following the issuance a written request by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements a Holder (the "SHELF FILING DEADLINE"a “Shelf Request”), the Company Lionsgate shall file with the Commission Commission, and use its reasonable efforts to have declared effective as soon as practicable, a registration statement Registration Statement (the "SHELF REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public, public from time to time, on a delayed or continuous basis. The Company shall use its reasonable best efforts Subject to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 4.3(c) hereof, to cause the any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 4.1(a) shall not be declared effective by the Commission as soon as practicable after the filing thereof with the Commissiondeemed to constitute a Demand Registration. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if the Company Lionsgate or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, however, that if the Shelf Registration Statement is not filed on Form S-3X-0, the Company Xxxxxxxxx shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding . (b) Any subsequent Shelf Requests after the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the initial Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders Request pursuant to Section 3.1 hereof4.1(a) may only be made after such date that the Liberty Group beneficially owns at least one (1) million additional Common Shares (as adjusted for any stock splits, continuing while stock dividends, combinations, reorganizations or similar events) which were not beneficially owned by the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance Liberty Group as of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the immediately prior Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectiveRequest.

Shelf Registration Filing. Subject to (i) Within five Business Days after the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 date hereof, within thirty (30) days following the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE"), the Company shall prepare and file with a Shelf Registration Statement under the Commission a registration statement (Securities Act to permit the "SHELF REGISTRATION STATEMENT") relating to public resale by the offer and sale Holder of all Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basistime as permitted by Rule 415 under the Securities Act and subject to the terms and conditions specified in this Section 2(a). The Company shall use its commercially reasonable best efforts to cause the Company's independent public accountants any such Shelf Registration Statement to issue their audit report covering the Company's post-emergence "fresh-start" financial statements become or be declared effective as soon as practicable after the filing thereof, including by filing an Automatic Shelf Registration Statement that becomes effective date upon filing with the Commission in accordance with Rule 462(e) under the Securities Act to the extent the Company is then a WKSI. Promptly following the Effective Date of the Plan andShelf Registration Statement, subject the Company shall notify the Holder of the effectiveness of such Registration Statement. (ii) The Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the provisions contained Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities and shall contain a Prospectus in this Section 4.1 and such form as to permit the Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar rule adopted by the Commission then in Sections 3.2(c), 5.2 and 5.3 hereof, effect) at any time beginning on the Effective Date for such Registration Statement. The Shelf Registration Statement shall provide for the resale of all the Registrable Securities included therein pursuant to any method or combination of methods legally available to the Holder. (iii) The Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain continuously effective, and to be declared effective by supplemented and amended to the Commission as soon as practicable after the filing thereof with the Commission. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company shall file the Shelf Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, extent necessary to ensure that if the Shelf Registration Statement is not filed available for the resale by the Holder of all Registrable Securities as permitted by Rule 415 under the Securities Act and subject to the terms, conditions and restrictions of this Agreement, until the earlier of (A) two years after the Effective Date or (B) the date on Form S-3which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period a Holder is required to refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company shallor the Company pursuant to this Agreement or an underwriters’ lock-up agreement. (iv) At the time it becomes effective, promptly upon meeting the requirements for use of such form, file an appropriate amendment to (A) the Shelf Registration Statement (including the documents incorporated therein by reference) will comply as to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's compliance form in all material respects with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance all applicable requirements of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling and the Holders Exchange Act and will not contain an untrue statement of a material fact or omit to sell their Registrable Securities pursuant state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) in the case of any Prospectus contained in the Shelf Registration Statement; (ii) , such Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the abandonmentstatements therein, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following in the effective date light of the registration statement pertaining to circumstances under which such underwritten offering; and (y) the Company will statements are made, not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectivemisleading.

Shelf Registration Filing. (a) Subject to the provisions contained in this Section 4.1 4.1(a) and in Sections 3.2(c3.2(b), 5.2 and 5.3 hereof, within thirty (30) days following the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements on or prior to June 1, 2009 (the "SHELF FILING DEADLINE"“Shelf Filing Deadline”), the Company Loral shall file with the Commission a registration statement Registration Statement (the "SHELF REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the offer and sale of all of the shares of Registrable Securities Common Stock and Registrable Non-Voting Common Stock held by the Holders to the public, public from time to time, on a delayed or continuous basis; provided, however, if Loral is unable to obtain the Auditor Consent by the Shelf Filing Deadline, such Shelf Filing Deadline shall be extended until two (2) days after receipt by Loral of the Auditor Consent. The Company Loral shall use its reasonable best efforts to cause obtain the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements Auditor Consent as soon promptly as practicable after May 11, 2009; provided further, however, that any shares of Registrable Common Stock shall not be required to be covered by the Shelf Registration Statement if and only for so long as such shares are covered by a shelf registration statement previously filed by Loral that is effective as of the date of filing of the Plan and, subject Shelf Registration Statement and thereafter remains effective under the Securities Act. Subject to the provisions contained in this Section 4.1 4.1(a) and in Sections 3.2(c3.2(b), 5.2 and 5.3 hereof, Loral shall use its reasonable efforts to cause the Shelf Registration Statement to be declared effective by under the Commission Securities Act as soon as practicable after the filing thereof with the Commission. Any registration effected pursuant this Section 4.1(a) shall not be deemed to constitute a Loral Common Stock Demand Registration or a Loral Non-Voting Common Stock Demand Registration. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities Common Stock and Registrable Non-Voting Common Stock substantially in the form of Exhibit A attached hereto. The Company Loral shall file the Shelf Registration Statement on Form S-3 or, if the Company Loral or the offering of the Registrable Securities Common Stock or Registrable Non-Voting Common Stock does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, however, that if the Shelf Registration Statement is not filed on Form S-3, the Company Loral shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's Loral’s compliance with its obligations under Article 3 III hereof, (x) the Company will Loral shall not be obligated to take any action to effect the Shelf Registration Statement or any amendment thereto during the period commencing following periods commencing: (i) with the Company's Loral’s issuance of a notice to the Holders pursuant to Section 3.1 hereof of a proposed registration of an underwritten offering Underwritten Offering of equity securities of the Company Loral for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof), continuing while the Company Loral uses reasonable best efforts to pursue such registered underwritten offeringUnderwritten Offering, and ending upon the earliest to occur of: (iA) 45 forty five (45) days immediately following the Company's Loral’s issuance of the notice of such proposed registered underwritten offering Underwritten Offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company Loral shall have (x) filed the registration statement Registration Statement for such proposed underwritten offeringUnderwritten Offering, or shall have (y) issued a press release disclosing such proposed underwritten offering Underwritten Offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities Common Stock and Registrable Non-Voting Common Stock pursuant to the Shelf Registration Statement; (iiB) the abandonment, cessation or withdrawal of such proposed registered underwritten offeringUnderwritten Offering; or (iiiC) 90 days immediately following the effective date of the registration statement Registration Statement pertaining to such underwritten offeringUnderwritten Offering; and and (yii) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement Registration Statement for an underwritten offering Underwritten Offering of equity securities of the Company Loral for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement Registration Statement pertaining to such underwritten offeringUnderwritten Offering. If the Company Loral issues a notice of a proposed underwritten public offering Underwritten Offering of equity securities of the Company Loral for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will Loral shall not issue a notice of a subsequent proposed registration of an underwritten offering Underwritten Offering of equity securities of the Company Loral for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective.

Shelf Registration Filing. (a) Subject to the provisions contained in this Section 4.1 4.1(b) and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty sixty (3060) days following the issuance a written request by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements a Holder (the "SHELF FILING DEADLINE"a “Shelf Request”), the Company Lionsgate shall file with the Commission Commission, and use its reasonable efforts to have declared effective as soon as practicable, a registration statement Registration Statement (the "SHELF REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public, public from time to time, on a delayed or continuous basis. The Company shall use its reasonable best efforts Subject to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 4.3(c) hereof, to cause the any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 4.1(a) shall not be declared effective by the Commission as soon as practicable after the filing thereof with the Commissiondeemed to constitute a Demand Registration. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if the Company Lionsgate or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, however, that if the Shelf Registration Statement is not filed on Form S-3X-0, the Company Xxxxxxxxx shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding . (b) Any subsequent Shelf Requests after the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the initial Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders Request pursuant to Section 3.1 hereof4.1(a) may only be made after such date that the Discovery Group beneficially owns at least one (1) million additional Common Shares (as adjusted for any stock splits, continuing while stock dividends, combinations, reorganizations or similar events) which were not beneficially owned by the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance Discovery Group as of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the immediately prior Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectiveRequest.

Shelf Registration Filing. Subject to the provisions contained (a) The Company shall as soon as reasonably practicable, but in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, any event within thirty (30) days following after the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE")Closing Date, the Company shall file with the Commission a registration statement Registration Statement for a Shelf Registration on Form S-1 (the "SHELF REGISTRATION STATEMENT"“Form S-1 Shelf”) relating covering, subject to Section 3.03, the offer and sale public resale of all of the Registrable Securities by the Holders (determined as of two business days prior to the public, from time to time, such filing) on a delayed or continuous basis. The Company basis and shall use its commercially reasonable best efforts to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the such Form S-1 Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof with thereof, but in no event later than the Commission. The Shelf earlier of (i) the 90th calendar day (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall specify provide for the intended method of distribution resale of the subject Registrable Securities substantially in the form included therein pursuant to any method or combination of Exhibit A attached heretomethods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 or, if (the “Form S-3 Shelf”) as soon as reasonably practicable after the Company or the offering of the Registrable Securities does not satisfy the requirements for is eligible to use of such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately As soon as practicable following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf a Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except filed pursuant to registrations on Form S-4 or this Section 2.01(a), but in any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit planevent within one (1) and ending 90 days immediately following the effective date business day of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offeringdate, the Company shall notify the Holders of the effectiveness of such Registration Statement. When deemed effective, a Registration Statement filed pursuant to this Section 2.01(a) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not issue contain a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectiveMisstatement.

Shelf Registration Filing. Subject to the provisions contained The Company shall as soon as reasonably practicable, but in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, any event within thirty (30) days following after the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE")Closing, the Company shall file with the Commission a registration statement Registration Statement on Form S-3ASR or Form S-3 (the "SHELF REGISTRATION STATEMENT") relating “Form S-3 Shelf”), or to the offer and sale extent the Company is ineligible to use Form S-3ASR or Form S-3, a Registration on Form S-1 (the “Resale Form S-1”), covering, subject to Section 3.04(a), the public resale of all of the Registrable Securities by the Holders (determined as of two (2) business days prior to the public, from time to time, such filing) on a delayed or continuous basis. The Company basis and shall use its commercially reasonable best efforts to cause the Company's independent public accountants such Shelf to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan andbe, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the Shelf Registration Statement to become or be declared effective by the Commission effective, as applicable, as soon as practicable after the filing thereof with thereof, but in no event later than the Commission. The Shelf earlier of (i) the 60th calendar day (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Shelf) following the Closing and (ii) the 3rd business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall specify provide for the intended method of distribution resale of the subject Registrable Securities substantially in the form included therein pursuant to any method or combination of Exhibit A attached heretomethods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of any Resale Form S-1, if applicable, the Company shall use its commercially reasonable efforts to convert the Resale Form S-1 (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use a Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately As soon as practicable following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf a Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except filed pursuant to registrations on Form S-4 or this Section 2.01(a), but in any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit planevent within two (2) and ending 90 business days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offeringdate, the Company shall notify the Holders (or a representative thereof) of the effectiveness of such Registration Statement. When deemed effective, a Registration Statement filed pursuant to this Section 2.01(a) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not issue contain a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectiveMisstatement.

Shelf Registration Filing. (a) Subject to the provisions contained in this Section 4.1 5.1(b) and in Sections 3.2(c), 5.2 6.2 and 5.3 6.3 hereof, within thirty sixty (3060) days following the issuance a written request by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements a Holder (the "SHELF FILING DEADLINE"a “Shelf Request”), the Company Lionsgate shall file with the Commission Commission, and use its reasonable efforts to have declared effective as soon as practicable, a registration statement Registration Statement (the "SHELF REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public, public from time to time, on a delayed or continuous basis. The Company shall use its reasonable best efforts Subject to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 5.3(c) hereof, to cause the any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 5.1(a) shall not be declared effective by the Commission as soon as practicable after the filing thereof with the Commissiondeemed to constitute a Demand Registration. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if the Company Lionsgate or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, however, that if the Shelf Registration Statement is not filed on Form S-3S-0, the Company Xxxxxxxxx shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding . (b) Any subsequent Shelf Requests after the foregoing, subject initial Shelf Request pursuant to the Company's compliance with its obligations under Article 3 hereof, (xSection 5.1(a) the Company will not may only be obligated to take any action to effect the made if such subsequent Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities Request covers all of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities Registrable Securities then issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectiveIssuance Agreement.

Shelf Registration Filing. Subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty (30) days following the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence post-emergence "fresh-start" financial statements (the "SHELF FILING DEADLINE"), the Company shall file with the Commission a registration statement (the "SHELF REGISTRATION STATEMENT") relating to the offer and sale of all Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basis. The Company shall use its reasonable best efforts to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof with the Commission. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company shall file the Shelf Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective.

Shelf Registration Filing. Subject to the provisions contained in this Section 4.1 and in Sections 3.2(c)As soon as practicable but no later than May 15, 5.2 and 5.3 hereof, within thirty (30) days following the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE")2024, the Company shall submit to or file with the Commission a registration statement Registration Statement for a Shelf Registration on Form S-1 (the "SHELF REGISTRATION STATEMENT"“Form S-1 Shelf”) relating or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the offer and sale resale of all the Registrable Securities by the Holders to the public, from time to time, on a delayed or continuous basisbasis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the sixtieth (60th) calendar day following the initial filing date thereof. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any reasonable method or combination of reasonable methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to cause convert the Company's independent public accountants Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to issue their audit report covering the Company's post-emergence "fresh-start" financial statements a Form S-3 Shelf as soon as practicable after the effective date of the Plan and, subject Company is eligible to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof with the Commission. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company shall file the Shelf Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding The Company’s obligation under this Section 2.1.1, shall, for the foregoingavoidance of doubt, be subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective3.4.

Shelf Registration Filing. Subject to the provisions contained (a) The Company shall as soon as reasonably practicable, but in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, any event within thirty (30) days following after the issuance by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE")Closing Date, the Company shall file with the Commission a registration statement Registration Statement for a Shelf Registration on Form S-1 (the "SHELF REGISTRATION STATEMENT"“Form S-1 Shelf”) relating covering, subject to Section 3.03, the offer and sale public resale of all of the Registrable Securities by the Holders (determined as of two business days prior to the public, from time to time, such filing) on a delayed or continuous basis. The Company basis and shall use its commercially reasonable best efforts to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the such Form S-1 Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof with thereof, but in no event later than the Commission. The Shelf earlier of (i) the 90th calendar day (or as soon as reasonably practicable if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall specify provide for the intended method of distribution resale of the subject Registrable Securities substantially in the form included therein pursuant to any method or combination of Exhibit A attached heretomethods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Following the filing of a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective.the

Shelf Registration Filing. (a) Subject to the provisions contained in this Section 4.1 4.1(b) and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty sixty (3060) days following the issuance a written request by the Company's independent public accountants of their audit report covering the Company's postemergence "fresh-start" financial statements a Holder (the "SHELF FILING DEADLINE"a “Shelf Request”), the Company Lionsgate shall file with the Commission Commission, and use its reasonable efforts to have declared effective as soon as practicable, a registration statement Registration Statement (the "SHELF REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the offer and sale of all of the Registrable Securities held by the Holders to the public, public from time to time, on a delayed or continuous basis. The Company shall use its reasonable best efforts Subject to cause the Company's independent public accountants to issue their audit report covering the Company's post-emergence "fresh-start" financial statements as soon as practicable after the effective date of the Plan and, subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 4.3(c) hereof, to cause the any Shelf Registration Statement may be a universal shelf registration statement that relates to the offer and sale of Lionsgate securities other than Registrable Securities. Any registration effected pursuant this Section 4.1(a) shall not be declared effective by the Commission as soon as practicable after the filing thereof with the Commissiondeemed to constitute a Demand Registration. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company Lionsgate shall file the Shelf Registration Statement on Form S-3 or, if the Company Lionsgate or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, however, that if the Shelf Registration Statement is not filed on Form S-3X-0, the Company Xxxxxxxxx shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding . (b) Any subsequent Shelf Requests after the foregoing, subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the initial Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders Request pursuant to Section 3.1 hereof4.1(a) may only be made after such date that the MHR Group beneficially owns at least one (1) million additional Common Shares (as adjusted for any stock splits, continuing while stock dividends, combinations, reorganizations or similar events) which were not beneficially owned by the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance MHR Group as of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the immediately prior Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effectiveRequest.

Shelf Registration Filing. Subject to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, within thirty As soon as practicable but no later than twenty one (3021) calendar days following the issuance by date of the Company's independent public accountants closing of their audit report covering the Company's postemergence "fresh-start" financial statements (the "SHELF FILING DEADLINE")Business Combination, the Company shall submit to or file with the Commission a registration statement Registration Statement for a Shelf Registration on Form S-1 (the "SHELF REGISTRATION STATEMENT"“Form S-1 Shelf”) relating or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the offer and sale resale of all the Registrable Securities by (determined as of a reasonably practicable time prior to such submission or filing, and assuming for purposes of the Holders to Conversion Shares that (x) the public, from time to time, Convertible Debentures are convertible at the Floor Price (as defined therein) as of the date of determination and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein) on a delayed or continuous basisbasis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the forty fifth (45th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any reasonable method or combination of reasonable methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its reasonable best efforts to cause convert the Company's independent public accountants Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to issue their audit report covering the Company's post-emergence "fresh-start" financial statements a Form S-3 Shelf as soon as practicable after the effective date of the Plan and, subject Company is eligible to the provisions contained in this Section 4.1 and in Sections 3.2(c), 5.2 and 5.3 hereof, to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof with the Commission. The Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto. The Company shall file the Shelf Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided, that if the Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the Shelf Registration Statement to convert it to Form S-3. Notwithstanding The Company’s obligation under this Section 2.1.1, shall, for the foregoingavoidance of doubt, be subject to the Company's compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect the Shelf Registration Statement during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering; and (y) the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement for an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof until the Shelf Registration Statement is first declared effective3.4.