Common use of Shelf Registration not Impacted by IPO Registration Statement Clause in Contracts

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided, further, that if such initial public offering is not completed within one (1) year following the Closing Date, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable thereafter, but in no event later than sixty (60) days following the one (1) year anniversary of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement. Notwithstanding any other provision in this Agreement to the contrary, nothing in this Section 2(b)(iii) shall affect the Company’s obligation to hold a Special Election Meeting as provided in Section 3 hereof.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to confidentially submit or file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement to be declared effective by the Commission pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using continuing to use commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided, further, that if Statement so long as such initial public offering is not completed within one (1) year following closing date occurs on or before the Closing Date, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable thereafter, but in no event later than sixty (60) days following the one (1) year first anniversary of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement Statement, and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement. If the Company completes an initial public offering of its Common Stock pursuant to an IPO Registration Statement, the Company agrees that it will, upon the effectiveness of the Shelf Registration Statement, cause the Registrable Shares to be listed on the same National Securities Exchange on which the Common Stock was listed in connection with its initial public offering. Notwithstanding any other provision to the contrary in this Agreement Agreement, any amendment to the contrary, nothing in this Section 2(b)(iii2(b) of this Agreement shall affect be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of the common stockholders required to alter, amend or repeal Article X of the Company’s obligation to hold a Special Election Meeting as provided in Section 3 hereofCharter.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file include the Registrable Shares in the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement, except with respect to any Registrable Shares that are actually sold pursuant to the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if with respect to the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and Statement, if the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offeringoffering before the effectiveness of the Shelf Registration Statement, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided, further, that if such initial public offering is not completed within one (1) year following the Closing Dateby July 8, 2015, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable thereafter, but in no event later than sixty (60) days following the one (1) year anniversary of the Closing DateJuly 8, 2015. Notwithstanding any other provision in this Agreement to the contrary, if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement. Notwithstanding any other provision in this Agreement to the contrary, nothing in this Section 2(b)(iii) shall affect the Company’s obligation to hold a Special Election Meeting as provided in Section 3 hereof.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective effective, except as provided in Section 9 hereof, the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement; providedStatement so long as such closing date occurs on or before December 20, further, that if such initial public offering is not completed within one (1) year following the Closing Date, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable thereafter, but in no event later than sixty (60) days following the one (1) year anniversary of the Closing Date2016. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement. Notwithstanding any other provision in this Agreement ; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant to the contraryIPO Registration Statement, nothing in this Section 2(b)(iii) the Company shall affect the Company’s have no obligation to hold a Special Election Meeting as provided in Section 3 hereofcause the Shelf Registration Statement to be declared effective.