Common use of Shelf Registration Rights Clause in Contracts

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholders, the Company shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiaries.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at At any time beginning twelve (12) months after the first anniversary date hereof, Member Holders holding or beneficially owning a majority of Registrable Securities may request in writing (the acquisition “Shelf Demand Notice”) that the Parent register for resale any or all of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholders, the Company shall prepare and file Registrable Securities held or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for beneficially owned by such Member Holders in an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (or any similar rule that may be adopted by the SEC covering such Registrable Securities) (a "“Shelf Registration”) by filing a shelf registration statement on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) or, if Form S-3 is not available, on any other appropriate form. If Form S-3 is not available, Parent shall use its commercially reasonable efforts to convert any Shelf Registration Statement"that is on a Form S-1 (including any Follow-On Shelf) registering to a Registration Statement on Form S-3 as soon as practicable after the resale from time Company is eligible to time use Form S-3. Upon receiving a Shelf Demand Notice, the Parent will promptly give written notice of the proposed Shelf Registration to all Member Holders and any holder of Registrable Securities with piggyback rights which allow such holder to include securities on such registration statement (“Other Holders”), and each other Member Holder who wishes to include all or a portion of such holder’s Registrable Securities in the Shelf Registration shall so notify the Parent within ten (10) Business Days after the receipt by the Shareholders Member Holder of the notice from the Parent. The Parent shall use commercially reasonable efforts to effect such Shelf Registration by filing a Form S-3 or such other appropriate form, if applicable, as soon as practicable, and effect the Related Transferees (as defined in the Shareholders Agreement) thereof registration of all or such portion of such demanding Member Holder’s’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities (or other securities of the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3Parent, if any, or another appropriate form permitting registration any other Member Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such Registrable Securities for resale by such Shareholders or written notice from the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date")Parent; provided, however, that the Parent shall not be obligated to effect any such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended registration pursuant to this Section 2.32.4.1 if the holders of the Registrable Securities, together with the holders of any other securities of the Parent entitled to inclusion in such registration, propose to register Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. In connection with any sales Except for Underwritten Shelf Takedowns effected pursuant to Section 2.4.4 as provided below, Shelf Registrations shall not be counted as Demand Registrations effected pursuant to Section 2.2. If any Registrable Securities remain issued and outstanding after three (3) years following the initial effective date of such Shelf Registration, the Parent shall, prior to the expiration of such Shelf Registration, file a new Shelf Registration Statement, covering such Registrable Securities and shall thereafter use its commercially reasonable efforts shall to cause to be made not to knowingly sell to any single buyerdeclared effective as promptly as practical, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement)such new Shelf Registration. The Company may delay Parent shall use its commercially reasonable efforts to maintain the filing effectiveness of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in accordance with the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and terms hereof for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file remain issued and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesoutstanding.

Shelf Registration Rights. In addition (a) Subject to Section 2.13, beginning 14 months after the other rights under this Agreement closing of the Shareholders who are party IPO (provided the Company is eligible to this Agreement, at any time after register the first anniversary resale of the acquisition Registrable Securities on Form S-3 (or a similar successor form established by the Commission)) any Holder of at least 1.0% of the total outstanding shares of Common Stock pursuant shall have the right to make a written request to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholders, Company (a “Resale Shelf Demand Notice”) to require the Company shall prepare and to file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for an registering the offering to be made and sale of the Registrable Securities by the Holders thereof on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Resale Shelf Registration Statement"”) registering (provided that such Holder’s Resale Shelf Demand Notice shall be inapplicable if a resale shelf registration statement related to such Registrable Securities is effective). To the resale from extent that the Company has an effective Automatic Shelf Registration Statement at the time it receives a Resale Shelf Demand Notice, the Company may file a prospectus or post-effective amendment, as applicable, to time by the Shareholders and the Related Transferees (as defined include in the Shareholders Agreement) thereof of all of Automatic Shelf Registration Statement the Registrable Securities to be registered pursuant to such Resale Shelf Demand Notice (in such a case, such prospectus or post-effective amendment together with the "previously filed Automatic Shelf Registration Statement will be considered the Resale Shelf Registration Statement"). The Company will have the right to include shares of Common Stock or other securities to be sold for its own account or other holders in the Resale Shelf Registration Statement shall Statement. Any Resale Shelf Demand Notice must specify (A) the Registrable Securities proposed to be on Form S-3registered, or another appropriate form permitting registration (B) the proposed method of distribution of such Registrable Securities for resale by such Shareholders or and (C) a single Person who shall serve as the Related Transferees thereof in accordance with representative of the methods of distribution reasonably elected by Holders making the Shareholders or Related Transferees thereof and set forth in request (the “Resale Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this SectionDemand Representative”). The Company shall use its commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, Commission as promptly as reasonably practicable after the Suspension Period terminatesfiling thereof, allow the resumption of the use of the and, subject to Section 2.13, to keep such Resale Shelf Registration Statement and, if required to reflect such material corporate development (or major event, prepare a supplement or amendment successor registration statement filed with respect to the Registrable Securities, which shall be deemed to be included within the definition of Resale Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 purposes of this Agreement shall be reduced by one (1Agreement) continuously effective for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities or delay its effectivenesswhen the Company ceases to be eligible to use Form S-3 (or a similar successor form established by the Commission), whichever is earlier. The Holders may not make more than one request for a reasonable period (but not longer than 90 days) ifResale Shelf Registration Statement in any 12-month period, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing which request shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans be counted as an Underwritten Offering Demand for purposes of the Company or any limit provided in Section 2.3(a) but shall be counted as a Demand Registration for purposes of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiarieslimit provided in Section 2.1(a).

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at The Company shall file within sixty (60) days following any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholdersa Demand Party (a “Shelf Request”), the Company and shall prepare and file or cause use its reasonable efforts to be prepared and filed with have declared effective by the SEC as promptly soon as reasonably practicable practicable, a shelf registration statement for an offering relating to be made the offer and sale of all registrable securities then held by the Demand Parties (or their respective affiliates and successors) to the public, from time to time, on a delayed or continuous basis pursuant basis, which registration statement may be a universal shelf registration statement that may also relate to Rule 415 the offer and sale of other securities of the Securities Act Company (a "“Shelf Registration Statement") registering ”); provided that if the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause files the Shelf Registration Statement prior to be declared effective under the Securities Act and to keep execution of the Registration Rights Agreement, the Company shall include in such Shelf Registration Statement continuously effective under all the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased securities held by the number Demand Parties on the date of days that such filing and if on the date of such execution the Shelf Registration Statement is delayed or suspended not effective, the Company shall use its reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after such execution. Subject to the limitations in clause (1) above with respect to the number of demand registrations available to the Demand Parties (against which any demand for an underwritten offering under the Shelf Registration Statement shall count), the Company shall be required to effect an underwritten public offering (with the managing underwriter to be chosen by the Company, which managing underwriter shall be of national standing and reasonably acceptable to the Demand Parties participating in such offering) pursuant to this Section 2.3a shelf registration statement if the Demand Party requests, or the Demand Parties collectively request, to sell at least 5 million Common Shares held thereby. In connection with any sales pursuant If during the 30- day period prior to the date that the Demand Party initiates an underwritten public offering under any Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statementhas already initiated, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, is pursuing in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing good faith at the time requested would materially and adversely affect the business or prospects of the Demand Party makes such initiation, an underwritten public offering for its own account (“Company Offering”), then in view of disclosure that may be thereby required. Once the cause of the delay is eliminatedsuch event, the Company Demand Parties shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto cease their process for an underwritten public offering and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have first priority to sell all of the right at any time to require securities that the Shareholders suspend further open market offers and sales of the Registrable Shares wheneverCompany contemplated in such Company Offering, and for the Demand Parties and any 10% Holder shall thereafter be entitled to participate in the Company Offering on a pro rata basis based on their relative percentage interests so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which as such participation would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption determination of the use managing underwriter, adversely affect the price or success of the Shelf Registration Statement and, Company Offering; provided that if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In Company Offering is not completed within 90 days from the event date that the Shareholders should elect Company notifies the Demand Parties of such Company Offering, each Demand Party shall be permitted to make initiate an underwritten offering or distribution which shall no longer be pre-empted by the proposed Company Offering as provided in this sentence. For the avoidance of doubt, if at the time the Demand Party initiates an underwritten public offering there is no Company Offering and no 10% Holder has initiated an underwritten public offering, then the Demand Parties shall have first priority to sell, on a pro rata basis with one another based on their relative percentage interests in the Company, all of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided securities that the foregoing shall not limit the Company's right Demand Parties request to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of be sold before the Company or any of its subsidiaries or issuable pursuant 10% Holder shall be entitled to a mergerparticipate in any such underwritten public offering, acquisition or similar transaction involving and the Company or any such 10% Holder may participate only so long as such participation would not, in the determination of its subsidiariesthe managing underwriter, adversely affect the price or success of the Demand Party’s initiated underwritten public offering.

Shelf Registration Rights. In addition The General Partner agrees that, upon the request of any Limited Partner that has not entered into a registration rights agreement with the General Partner relating to the other rights under this Agreement of the Shareholders who are party to this AgreementRegistrable Securities (each, a “Shelf Rights Holder”), made at any time after the first anniversary following delivery of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholdersan Exercise Notice (as defined in Section 11.1), the Company shall prepare General Partner will, if it has not already done so and provided that the General Partner is eligible to file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for on Form S-3, within 60 days thereafter file a “shelf” registration statement (the “Shelf Registration”), on an offering to be made on a delayed or continuous basis appropriate form pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time or any similar rule that may be adopted by the Shareholders and SEC, with respect to the Related Transferees sale of Registrable Securities (as defined below) by the Shelf Rights Holders in ordinary course brokerage or dealer transactions not involving an underwritten public offering. The General Partner shall use all reasonable efforts to have the Shelf Registration declared effective as soon as practicable after such filing and to keep such Shelf Registration continuously effective following the date on which such Shelf Registration is declared effective for so long as any Registrable Securities are outstanding. The General Partner further agrees, if necessary, to supplement or make amendments to the Shelf Registration, if required by the registration form used by the General Partner for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder, and the General Partner agrees to furnish to each Shelf Rights Holder copies of any such supplement or amendment at least three days prior to its being used and/or filed with the SEC. Notwithstanding the foregoing, if the General Partner shall furnish to the Unit holder a certificate signed by the Chief Executive Officer of the General Partner stating that in the Shareholders Agreement) thereof of all good faith judgment of the Directors it would be significantly disadvantageous to the General Partner and its stockholders for any such Shelf Registration to be amended or supplemented, the General Partner may defer such amending or supplementing of such Shelf Registration for not more than 45 days and in such event the Unit holder shall be required to discontinue disposition of any Registrable Securities (the "covered by such Shelf Registration Statement")during such period. The Notwithstanding the foregoing, if the General Partner irrevocably elects, or the Partnership is so required under Section 11.3, prior to the filing of any Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration to issue all cash in lieu of Shares upon the exchange of Units by the holder requesting the filing of such Registrable Securities for resale by Shelf Registration, the General Partner shall not be obligated to file such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders General Partner shall be entitled make available to only one request for its security holders, as soon as reasonably practicable, a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for statement of operations covering a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give months, commencing on the Shareholders notice first day of the fiscal quarter next succeeding each sale of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by Shelf Registration, in a manner which shall satisfy the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares provisions of Common Stock issuable pursuant to employee benefit plans Section 11(a) of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesSecurities Act.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement(a) Shelf Registration Statement. The Company, at any time within four ---------------------------- months after the first anniversary of Effective Time (as defined in the acquisition of shares of Common Stock pursuant to the Exchange Merger Agreement), upon the written request of the Apollo/Blackstone Shareholders, the Company shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable Securities and Exchange Commission ("SEC") a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of Act, covering all of the Registrable Securities Shares (the "Shelf Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"). The Shelf Registration Statement shall be on Form S-3the appropriate form, or another appropriate and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Securities Shares for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth each Investor in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only manner or manners designated by it (including, without limitation, one request for a Shelf Registration Statement pursuant to this Sectionor more underwritten public offerings). The Company shall will use reasonable its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC within six months after the Effective Time and will notify each Investor when such Registration Statement has become effective. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during the period from the date that is six months after the Effective Time until the earlier of (i) the date on which the Investors shall have sold all of the Registrable Shares, or (ii) the date on which (A) the Investors beneficially own less than three percent (3%) of the outstanding Common Stock and (B) all of the Registrable Shares are eligible for sale in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (such period, the "Effectiveness Termination DateEffective Period"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant . Upon seeking to this Section 2.3. In connection with any sales offer and sell its Registrable Shares pursuant to the Shelf Registration Statement, reasonable efforts shall be made not each Investor agrees to knowingly sell to any single buyer, acting individually or with others, who, after taking account provide in a timely manner information regarding the proposed distribution by such Investor of the sales, will own more than 9% Registrable Shares and such other information reasonably requested by the Company in connection with the preparation of and for the Total Voting Power (as defined inclusion in the Shareholders Agreement)Registration Statement. The Company may delay the filing agrees to provide to each Investor a reasonable number of copies of the Shelf Registration Statement, final Prospectus and any amendments or supplements thereto, or delay its effectiveness, . If the Registration Statement ceases to be effective for a reasonable period any reason at any time during the Effective Period (but not longer other than 90 days) if, in the sole judgment because of the Company's Board sale of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects all of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminatedsecurities registered thereunder or as permitted by Section 1.2 hereof), the Company shall promptly notify use its best efforts to obtain the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice prompt withdrawal of any such suspension and will, as promptly as reasonably practicable after order suspending the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiarieseffectiveness thereof.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at The Company shall file within sixty (60) days following any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholdersa Demand Party (a “Shelf Request”), the Company and shall prepare and file or cause use its reasonable efforts to be prepared and filed with have declared effective by the SEC as promptly soon as reasonably practicable practicable, a shelf registration statement for an offering relating to be made the offer and sale of all Registrable Shares then held by the Demand Parties (or their respective affiliates and successors) to the public, from time to time, on a delayed or continuous basis pursuant basis, which registration statement may be a universal shelf registration statement that may also relate to Rule 415 the offer and sale of other securities of the Securities Act Company (a "“Shelf Registration Statement") registering Statement”); provided that if the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause files the Shelf Registration Statement prior to be declared effective under the Securities Act and to keep execution of the Registration Rights Agreement, the Company shall include in such Shelf Registration Statement continuously effective under all the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased securities held by the number Demand Parties on the date of days that such filing and if on the date of such execution the Shelf Registration Statement is delayed or suspended not effective, the Company shall use its reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after such execution. Subject to the limitations in clause (1) above with respect to the number of demand registrations available to the Demand Parties (against which any demand for an underwritten offering under the Shelf Registration Statement shall count), the Company shall be required to effect an underwritten public offering (with the managing underwriter to be chosen by the Company, which managing underwriter shall be of national standing and reasonably acceptable to the Demand Parties participating in such offering) pursuant to this Section 2.3a shelf registration statement if the Demand Party requests, or the Demand Parties collectively request, to sell at least 5 million Common Shares held thereby; provided that the Company shall not be required to effect more than one underwritten offering under the Shelf Registration Statement in any 18-month period. In connection with any sales pursuant If during the 30day period prior to the date that the Demand Party initiates an underwritten public offering under any Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statementhas already initiated, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, is pursuing in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing good faith at the time requested would materially and adversely affect the business or prospects of the Demand Party makes such initiation, an underwritten public offering for its own account (“Company Offering”), then in view of disclosure that may be thereby required. Once the cause of the delay is eliminatedsuch event, the Company Demand Parties shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto cease their process for an underwritten public offering and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have first priority to sell all of the right at any time to require securities that the Shareholders suspend further open market offers and sales of the Registrable Shares wheneverCompany contemplated in such Company Offering, and for the Demand Parties and any 10% Holder shall thereafter be entitled to participate in the Company Offering on a pro rata basis based on their relative percentage interests so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which as such participation would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption determination of the use managing underwriter, adversely affect the price or success of the Shelf Registration Statement and, Company Offering; provided that if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In Company Offering is not completed within 90 days from the event date that the Shareholders should elect Company notifies the Demand Parties of such Company Offering, each Demand Party shall be permitted to make initiate an underwritten offering or distribution which shall no longer be pre-empted by the proposed Company Offering as provided in this sentence. For the avoidance of doubt, if at the time the Demand Party initiates an underwritten public offering there is no Company Offering and no 10% Holder has initiated an underwritten public offering, then the Demand Parties shall have first priority to sell, on a pro rata basis with one another based on their relative percentage interests in the Company, all of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided securities that the foregoing shall not limit the Company's right Demand Parties request to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of be sold before the Company or any of its subsidiaries or issuable pursuant 10% Holder shall be entitled to a mergerparticipate in any such underwritten public offering, acquisition or similar transaction involving and the Company or any such 10% Holder may participate only so long as such participation would not, in the determination of its subsidiariesthe managing underwriter, adversely affect the price or success of the Demand Party’s initiated underwritten public offering. No Shelf Request shall be made prior to the later of December 1, 2021 or the date the Company is eligible to file a Registration Statement on Form S3.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at The Company shall file within sixty (60) days following any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone ShareholdersIcahn Group (a “Shelf Request”), the Company and shall prepare and file or cause use its reasonable efforts to be prepared and filed with have declared effective by the SEC as promptly soon as reasonably practicable practicable, a shelf registration statement for an offering relating to be made the offer and sale of all registrable securities then held by the Icahn Group (or their respective affiliates and successors) to the public, from time to time, on a delayed or continuous basis pursuant basis, which registration statement may be a universal shelf registration statement that may also relate to Rule 415 the offer and sale of other securities of the Securities Act Company (a "“Shelf Registration Statement") registering ”); provided that if the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause files the Shelf Registration Statement prior to be declared effective under the Securities Act and to keep execution of the Registration Rights Agreement, the Company shall include in such Shelf Registration Statement continuously effective under all the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased securities held by the number Icahn Group on the date of days that such filing and if on the date of such execution the Shelf Registration Statement is delayed or suspended not effective, the Company shall use its reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after such execution. The Company shall be required to effect an underwritten public offering (with the managing underwriter to be chosen by the Company, which managing underwriter shall be of national standing and reasonably acceptable to the Icahn Group) pursuant to this Section 2.3a shelf registration statement if the Icahn Group requests to sell at least 5 million Common Shares held by the Icahn Group. In connection with any sales pursuant If during the 30-day period prior to the date that the Icahn Group initiates an underwritten public offering under any Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statementhas already initiated, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, is pursuing in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing good faith at the time requested would materially and adversely affect the business or prospects of the Icahn Group makes such initiation, an underwritten public offering for its own account (“Company Offering”), then in view of disclosure that may be thereby required. Once the cause of the delay is eliminatedsuch event, the Company Icahn Group shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto cease its process for an underwritten public offering and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have first priority to sell all of the right at any time to require securities that the Shareholders suspend further open market offers and sales of the Registrable Shares wheneverCompany contemplated in such Company Offering, and for the Icahn Group and any 10% Holder shall thereafter be entitled to participate in the Company Offering on a pro rata basis based on their relative percentage interests so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which as such participation would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption determination of the use managing underwriter, adversely affect the price or success of the Shelf Registration Statement and, Company Offering; provided that if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In Company Offering is not completed within 90 days from the event date that the Shareholders should elect Company notifies the Icahn Group of such Company Offering, the Icahn Group shall be permitted to make initiate an underwritten offering or distribution which shall no longer be pre-empted by the proposed Company Offering as provided in this sentence. For the avoidance of doubt, if at the time the Icahn Group initiates an underwritten public offering there is no Company Offering and no 10% Holder has initiated an underwritten public offering, then the Icahn Group shall have first priority to sell all of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided securities that the foregoing shall not limit the Company's right Icahn Group requested to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of be sold before the Company or any of its subsidiaries or issuable pursuant 10% Holder shall be entitled to a mergerparticipate in any such underwritten public offering, acquisition or similar transaction involving and the Company or any such 10% Holder may participate only so long as such participation would not, in the determination of its subsidiariesthe managing underwriter, adversely affect the price or success of the Icahn Group’s initiated underwritten public offering.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at At any time beginning six (6) months after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholdersdate hereof, the Holder may request in writing (the “Shelf Demand Notice”) that the Company shall prepare and file register for resale any or cause to be prepared and filed with all of Registrable Securities held or beneficially owned by the SEC as promptly as reasonably practicable a registration statement for Holder in an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (or any similar rule that may be adopted by the SEC covering such Registrable Securities) (a "“Shelf Registration”) by filing a shelf registration statement on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”) or, if Form S-3 is not available, on any other appropriate form. If Form S-3 is not available, the Company shall use its commercially reasonable efforts to convert any Shelf Registration Statement"that is on a Form S-1 (including any Follow-On Shelf) registering to a Registration Statement on Form S-3 as soon as practicable after the resale from time Company is eligible to time by use Form S-3. Upon receiving a Shelf Demand Notice, the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all Company will promptly give written notice of the proposed Shelf Registration to all holders of Registrable Securities with piggyback rights which allow such holder to include securities on such registration statement (the "Shelf Registration Statement"“Other Holders”). The Shelf Registration Statement shall be on Form S-3, and each such Other Holder who wishes to include all or another appropriate form permitting registration a portion of such holder’s Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Sectionso notify the Company within ten (10) Business Days after the receipt by such Other Holder of the notice from the Company. The Company shall use commercially reasonable efforts to cause the effect such Shelf Registration Statement to be declared effective under by filing a Form S-3 or such other appropriate form, if applicable, as soon as practicable, and effect the registration of all or such portion of the Holder’s Registrable Securities Act and to keep as are specified in such request, together with all or such portion of the Shelf Registration Statement continuously effective under Registrable Securities or other securities of the Securities Act for Company, if any, or any Other Holders joining in such request as are specified in a period written request given within thirty (30) days after receipt of four years following its being declared effective (such written notice from the "Effectiveness Termination Date")Company; provided, however, that the Company shall not be obligated to effect any such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended registration pursuant to this Section 2.32.3.1 if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to register Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. In connection with any sales Except for Underwritten Shelf Takedowns effected pursuant to Section 2.3.4 as provided below, Shelf Registrations shall not be counted as Demand Registrations effected pursuant to Section 2.1. If any Registrable Securities remain issued and outstanding after three (3) years following the initial effective date of such Shelf Registration, the Company shall, prior to the expiration of such Shelf Registration, file a new Shelf Registration Statement, covering such Registrable Securities and shall thereafter use its commercially reasonable efforts shall to cause to be made not to knowingly sell to any single buyerdeclared effective as promptly as practical, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement)such new Shelf Registration. The Company may delay shall use its commercially reasonable efforts to maintain the filing effectiveness of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in accordance with the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and terms hereof for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file remain issued and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesoutstanding.

Shelf Registration Rights. In addition to The General Partner agrees that, upon the other rights under this request of any Limited Partner that has not entered into a Registration Rights Agreement with the General Partner substantially in the form of the Shareholders who are party to this AgreementExhibit E hereto (each, a “Shelf Rights Holder”), made at any time after the first anniversary following delivery of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholdersan Exercise Notice (as defined in Section 11.1), the Company shall prepare and General Partner will, if it has not already done so, within 60 days thereafter file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a “shelf” registration statement for (the “Shelf Registration”), on an offering to be made on a delayed or continuous basis appropriate form pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time or any similar rule that may be adopted by the Shareholders and SEC, with respect to the Related Transferees sale of Registrable Securities (as defined below) by the Shelf Rights Holders in ordinary course brokerage or dealer transactions not involving an underwritten public offering. The General Partner shall use all reasonable efforts to have the Shelf Registration declared effective as soon as practicable after such filing and to keep such Shelf Registration continuously effective following the date on which such Shelf Registration is declared effective for so long as any Registrable Securities are outstanding. The General Partner further agrees, if necessary, to supplement or make amendments to the Shelf Registration, if required by the registration form used by the General Partner for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder, and the General Partner agrees to furnish to each Shelf Rights Holder copies of any such supplement or amendment at least three days prior to its being used and/or filed with the SEC. Notwithstanding the foregoing, if the General Partner shall furnish to the Unit holder a certificate signed by the Chief Executive Officer of the General Partner stating that in the Shareholders Agreement) thereof of all good faith judgment of the Directors it would be significantly disadvantageous to the General Partner and its stockholders for any such Shelf Registration to be amended or supplemented, the General Partner may defer such amending or supplementing of such Shelf Registration for not more than 45 days and in such event the Unit holder shall be required to discontinue disposition of any Registrable Securities (the "covered by such Shelf Registration Statement")during such period. The Notwithstanding the foregoing, if the General Partner irrevocably elects, or the Partnership is so required under Section 11.3, prior to the filing of any Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration to issue all cash in lieu of Shares upon the exchange of Units by the holder requesting the filing of such Registrable Securities for resale by Shelf Registration, the General Partner shall not be obligated to file such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders General Partner shall be entitled make available to only one request for its security holders, as soon as reasonably practicable, a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for statement of operations covering a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give months, commencing on the Shareholders notice first day of the fiscal quarter next succeeding each sale of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by Shelf Registration, in a manner which shall satisfy the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares provisions of Common Stock issuable pursuant to employee benefit plans Section 11(a) of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesSecurities Act.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement(a) Shelf Registration Statement. No later than April 30, at any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement1999, upon the written request of the Apollo/Blackstone Shareholders, ---------------------------- the Company shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable Securities and Exchange Commission ("SEC") a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act of 1933, as amended (a the "Shelf Registration StatementSecurities Act") registering the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of ), covering all of the Registrable Securities Shares (the "Shelf Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"). The Shelf Registration Statement shall be on Form S-3the appropriate form, or another appropriate and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Securities Shares for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth Contributors in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only manner or manners designated by them (including, without limitation, one request for a Shelf Registration Statement pursuant to this Sectionor more underwritten public offerings). The Company shall will use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC as promptly as practicable (and in any event by no later than July 1, 1999) and will notify each Contributor when such Registration Statement has become effective. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Contributors shall have sold all of the Registrable Shares, or (ii) the date on which all of the Registrable Shares are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (such period, the "Effectiveness Termination DateEffective Period"); provided, however, that . Each Contributor seeking to offer and sell its Registrable Shares upon exercise of a Registration Right agrees to provide in a timely manner information regarding the proposed distribution by such Effectiveness Termination Date shall be increased Contributor of the Registrable Shares and such other information reasonably requested by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In Company in connection with any sales pursuant to the Shelf preparation of and for inclusion in the Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing agrees to provide to each such Contributor a reasonable number of copies of the Shelf Registration Statement, final Prospectus and any amendments or supplements thereto, or delay its effectiveness, . If the Registration Statement ceases to be effective for a reasonable period any reason at any time during the Effective Period (but not longer other than 90 days) if, in the sole judgment because of the Company's Board sale of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects all of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminatedsecurities registered thereunder or as permitted by Section 1.3 hereof), the Company shall promptly notify use its commercially reasonable efforts to obtain the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice prompt withdrawal of any such suspension and will, as promptly as reasonably practicable after order suspending the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiarieseffectiveness thereof.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this AgreementBuyer shall, at any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreementits cost, upon the written request of the Apollo/Blackstone Shareholders, the Company shall prepare and file or cause to be prepared and filed with the SEC Securities and Exchange Commission (the “Commission”), as promptly as reasonably practicable (but in no event more than 30 days after Closing), a registration statement for an offering on Form S-3 (or such other appropriate form) that covers all of the Enterprise Units that Cerrito received as part of the Final Purchase Price (and any Enterprise Units received as a result of any split, dividend distribution or similar transaction) (the “Registrable Securities”) to be made offered on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "the “Shelf Registration Statement") registering the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"”). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company Buyer shall use its commercially reasonable efforts to cause have the Shelf Registration Statement to be declared effective under within 180 days after Closing. After the Securities Act and Shelf Registration Statement is declared effective, Buyer shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by Cerrito or its Lawful Assigns, (each such Person, if included in the Shelf Registration Statement shall be referred to herein as a “Registered Seller” and collectively the “Registered Sellers”) and shall prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus contained therein and to take any other action as may be necessary to keep such Shelf Registration Statement effective until the earlier of: (1) the date that all of the Registrable Securities have been sold; or (2) the date on which the remaining Registrable Securities are eligible for resale pursuant to Rule 144 under the Securities Act for without restriction. Each Registered Seller shall notify Buyer at such time as such Registered Seller has sold or otherwise disposed of all of its Registrable Securities. Buyer agrees to amend or supplement the Shelf Registration Statement and the prospectus included therein to include as a period selling shareholder any Lawful Assigns that notifies Buyer that it has received Registrable Securities prior to the expiration of four years following its being declared this §6(f). Notwithstanding any other provisions of this Agreement to the contrary, Buyer shall cause the Shelf Registration Statement and the prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (a) to comply in all material respects with the "Effectiveness Termination Date")applicable requirements of the Securities Act and the rules and regulations of the Commission and (b) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Effectiveness Termination Date each Registered Seller shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant solely responsible for information regarding such Registered Seller as furnished to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined Buyer in writing specifically for use in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesthereto.

Shelf Registration Rights. In addition (a) As soon as practicable after the date on which the Company first becomes eligible to register the other rights under this Agreement resale of securities of the Shareholders who are party to this Agreement, at any time after the first anniversary of the acquisition of shares of Common Stock Company pursuant to Form S-3 under the Exchange AgreementSecurities Act (or a similar or successor form established by the Commission), upon the written request of the Apollo/Blackstone Shareholdersbut in no event later than 60 days thereafter, subject to Section 3.10, the Company shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for an offering to be made registering the offer and resale of the Registrable Securities by all Holders on a delayed or continuous basis pursuant to Rule 415 of (the Securities Act (a "“Resale Shelf Registration Statement") registering ”). As soon as practicable after the resale from time date on which the Company first becomes a WKSI, subject to time by Section 3.10, the Shareholders Company shall prepare and the Related Transferees file an automatic shelf registration statement (as defined in Rule 405 under the Shareholders AgreementSecurities Act) thereof of all of the Registrable Securities (the "an “Automatic Shelf Registration Statement"). The ”) to replace any prior Resale Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the that is not an Automatic Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled Subject to only one request for a Shelf Registration Statement pursuant to this Section. The Sections 2.12 and 3.10, the Company shall use all commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective under (or in the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period case of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the an Automatic Shelf Registration Statement, reasonable efforts shall be made not upon filing to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 daysbecome) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith effective by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, Commission as promptly as reasonably practicable after the Suspension Period terminatesfiling thereof, allow the resumption of the use of the and, subject to Section 2.11, to keep such Resale Shelf Registration Statement and, if required to reflect such material corporate development (or major event, prepare a supplement or amendment successor registration statement filed with respect to the Registrable Securities, which shall be deemed to be included within the definition of Resale Shelf Registration Statement . In for purposes of this Agreement) continuously effective for a period ending when all Class A Common Stock covered by the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Resale Shelf Registration Statement has been declared effectiveare no longer Registrable Securities. Subject to Section 2.3, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment Company will have the right to the include in any Resale Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Class A Common Stock to be sold for its own account or delay its effectiveness, for a reasonable period Class A Common Stock owned by other holders of Class A Common Stock (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of including Class A Common Stock issuable pursuant to employee benefit plans upon the prior (i) exchange of Class A OP Units (including Class A OP Units issuable upon the Company prior conversion of LTIP Units or any other partnership units) or (ii) conversion of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any shares of its subsidiariesClass B Common Stock).

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at The Company shall file within sixty (60) days following any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholdersa Demand Party (a “Shelf Request”), the Company and shall prepare and file or cause use its reasonable efforts to be prepared and filed with have declared effective by the SEC as promptly soon as reasonably practicable practicable, a shelf registration statement for an offering relating to be made the offer and sale of all registrable securities then held by the Demand Parties (or their respective affiliates and successors) to the public, from time to time, on a delayed or continuous basis pursuant basis, which registration statement may be a universal shelf registration statement that may also relate to Rule 415 the offer and sale of other securities of the Securities Act Company (a "“Shelf Registration Statement") registering Statement”); provided that if the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause files the Shelf Registration Statement prior to be declared effective under the Securities Act and to keep execution of the Registration Rights Agreement, the Company shall include in such Shelf Registration Statement continuously effective under all the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased securities held by the number Demand Parties on the date of days that such filing and if on the date of such execution the Shelf Registration Statement is delayed or suspended not effective, the Company shall use its reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after such execution. Subject to the limitations in clause (1) above with respect to the number of demand registrations available to the Demand Parties (against which any demand for an underwritten offering under the Shelf Registration Statement shall count), the Company shall be required to effect an underwritten public offering (with the managing underwriter to be chosen by the Company, which managing underwriter shall be of national standing and reasonably acceptable to the Demand Parties participating in such offering) pursuant to this Section 2.3a shelf registration statement if the Demand Party requests, or the Demand Parties collectively request, to sell at least 5 million Common Shares held thereby. In connection with any sales pursuant If during the 30- day period prior to the date that the Demand Party initiates an underwritten public offering under any Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statementhas already initiated, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, is pursuing in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing good faith at the time requested would materially and adversely affect the business or prospects of the Demand Party makes such initiation, an underwritten public offering for its own account (“Company Offering”), then in view of disclosure that may be thereby required. Once the cause of the delay is eliminatedsuch event, the Company Demand Parties shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto cease their process for an underwritten public offering and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have first priority to sell all of the right at any time to require securities that the Shareholders suspend further open market offers and sales of the Registrable Shares wheneverCompany contemplated in such Company Offering, and for the Demand Parties and any 10% Holder shall thereafter be entitled to participate in the Company Offering on a pro rata basis based on their relative percentage interests so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which as such participation would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption determination of the use managing underwriter, adversely affect the price or success of the Shelf Registration Statement and, Company Offering; provided that if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In Company Offering is not completed within 90 days from the event date that the Shareholders should elect Company notifies the Demand Parties of such Company Offering, each Demand Party shall be permitted to make initiate an underwritten offering or distribution which shall no longer be pre-empted by the proposed Company Offering as provided in this sentence. For the avoidance of doubt, if at the time the Demand Party initiates an underwritten public offering there is no Company Offering and no 10% Holder has initiated an underwritten public offering, then the Demand Parties shall have first priority to sell, on a pro rata basis with one another based on their relative percentage interests in the Company, all of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided securities that the foregoing shall not limit the Company's right Demand Parties request to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of be sold before the Company or any of its subsidiaries or issuable pursuant 10% Holder shall be entitled to a mergerparticipate in any such underwritten public offering, acquisition or similar transaction involving and the Company or any such 10% Holder may participate only so long as such participation would not, in the determination of its subsidiariesthe managing underwriter, adversely affect the price or success of the Demand Party’s initiated underwritten public offering.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement(a) The Company shall, at any time the Company's cost, subject to Section 6 hereof, (i) within 120 days after the first anniversary of Issue Date, file with the acquisition of shares of Common Stock pursuant Commission, and thereafter use its best efforts to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholders, the Company shall prepare and file or cause to be prepared and filed with the SEC declared effective as promptly as reasonably practicable practicable, a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering Statement relating to the resale from time to time by the Shareholders offer and the Related Transferees (as defined in the Shareholders Agreement) thereof of all sale of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled Holders from time to only one request for a Shelf Registration Statement pursuant to this Section. The Company shall time; (ii) use reasonable its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under in order to permit the Securities Act Prospectus forming a part thereof to be usable by Holders identified as selling security holders in such Shelf Registration Statement for a period of four two years following its being declared effective (from the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that date the Shelf Registration Statement is delayed declared effective by the Commission or suspended until such earlier date as all Registrable Securities shall have been disposed of or on which all Registrable Securities shall be saleable without registration pursuant to this Section 2.3. In connection with Rule 144(k) (or any sales pursuant to similar provision then in effect), or as a result of any changes in the existing registration requirements under the Securities Act which eliminate the Holders' need for the Shelf Registration Statement, reasonable efforts shall or upon receipt of an opinion of counsel satisfactory to the Company which provides that all Registrable Securities may be made resold without registration in a transaction that would result in the Registrable Securities being freely tradeable provided that the purchaser is not to knowingly sell to any single buyer, acting individually or with others, who, after taking account an affiliate of the salesCompany (the 'Effectiveness Period'); and (iii) notwithstanding any other provisions hereof, will own more than 9% use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Total Voting Power statements therein not misleading and (as defined in the Shareholders Agreement). The Company may delay the filing iii) any Prospectus forming a part of the any Shelf Registration Statement, and any amendments supplement to such Prospectus (as amended or supplements theretosupplemented from time to time), does not include an untrue statement of a material fact or delay its effectivenessomit to state a material fact necessary in order to make the statements therein, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactionsthe circumstances under which they were made, corporate reorganizationsnot misleading, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure except that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify be entitled to rely on the Shareholders and, promptly after Shareholders notify information provided to them by the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events Holders with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company such Holders. (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period"b) reasonably necessary for the disclosure Any Holder desiring to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment sell Registrable Securities pursuant to the Shelf Registration Statement shall provide not less than ten (10) days' prior written notice to the Company. In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, Any such notice shall specify the number of requests for registration permitted under Section 2.2 shares of this Agreement Common Stock proposed to be sold and the intended method of disposition thereof. The Company shall be reduced by one (1use its best efforts to promptly file any required amendment(s) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating in order to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing facilitate any sales of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesas described above.

Shelf Registration Rights. In addition (a) Upon written notice from Seller to the other rights under this Agreement of the Shareholders who are party to this Agreement, REIT at any time after the first anniversary end of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone ShareholdersLockup Period, the Company REIT shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable after receipt of such notice a registration statement for an offering to be made registering the resale by the holder(s) thereof of the REIT Stock issuable upon redemption of the OpCo Units constituting the Initial Purchase Consideration and, if issued, the Earn-Out Consideration (collectively, the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "the “Resale Shelf Registration Statement"”) registering the resale from time to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the customary methods of distribution reasonably elected by distribution. The REIT will have the Shareholders right to include REIT Stock or Related Transferees thereof and set forth other securities to be sold for its own account or other holders in the Resale Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Section. The Company REIT shall use its reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, Commission as promptly as reasonably practicable after the Suspension Period terminatesfiling thereof, allow the resumption of the use of the and to keep such Resale Shelf Registration Statement and, if required to reflect such material corporate development (or major event, prepare a supplement or amendment successor registration statement filed with respect to the Registrable Securities, which shall be deemed to be included within the definition of Resale Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 purposes of this Agreement shall be reduced by one (1Agreement) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, continuously effective for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of ending when all such Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and (i) have declared effective registration statements relating to shares been disposed of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a mergerregistration statement or pursuant to an exemption under the Securities Act, acquisition or similar transaction involving (ii) may be sold pursuant to Rule 144 under the Company or any of its subsidiariesSecurities Act without volume limitations.

Shelf Registration Rights. In addition to The Company covenants and agrees that on or before 30 days after the other rights under this Agreement Closing, and on or before 30 days after the issuance date of the Shareholders who are party to this AgreementAdditional Shares, at any time after the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, upon the written request of the Apollo/Blackstone Shareholdersif any, the Company shall prepare and file or will cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act a shelf registration statement on Form S-3 or such other form for which it is otherwise then eligible (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering as to the resale from time Shares and Additional Shares naming Purchaser as the selling shareholder along with such other selling shareholders which the Company chooses to time by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one request for a Shelf Registration Statement pursuant to this Sectioninclude therein. The Company shall use commercially reasonable efforts to cause the have such Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after such filing, and to keep the such Shelf Registration Statement continuously effective until the first to occur of: (a) all Shares or Additional Shares covered thereby have been resold; (b) the date on which the Shares or Additional Shares may be resold without registration under the Securities Act pursuant to Rule 144 or any successor rule, or (c) two years following the Closing in the case of the Shares and two years from the issuance of the Additional Shares in the case of the Additional Shares; PROVIDED, HOWEVER, the Company may voluntarily suspend the effectiveness of such Registration Statement for a period of four years following its being declared effective (the "Effectiveness Termination Date"); providedlimited time, however, that such Effectiveness Termination Date which in no event shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement). The Company may delay the filing of the Shelf Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) ifdays during any twelve month period, in if the sole judgment Company has been advised by legal counsel that the offering of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock pursuant to any such Shelf Registration Statement would adversely affect, or delay its effectiveness, for would be improper in view of (or improper without disclosure in a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstoneprospectus), a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to proposed financing, a reorganization, recapitalization, merger, acquisition consolidation, or similar transaction involving the Company or any of its subsidiaries., in which event the Company shall be required to keep such Shelf

Shelf Registration Rights. In addition The Holders of Registrable Securities may at any time, and from time to time, request in writing that the other rights Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this Agreement subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Shareholders who are party Registrable Securities included therein pursuant to this Agreementany method or combination of methods legally available to, at and requested by, any time after the first anniversary Holder. Within three days of the acquisition Company’s receipt of shares of Common Stock pursuant to the Exchange Agreement, upon the a written request from a Holder or Holders of the Apollo/Blackstone ShareholdersRegistrable Securities for a Registration on a Shelf, the Company shall prepare and file or cause to be prepared and filed with the SEC as promptly as reasonably practicable a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities Act (who thereafter wishes to include all or a "Shelf portion of such Holder’s Registrable Securities in such Registration Statement") registering shall so notify the resale from time to time Company, in writing, within three business days after the receipt by the Shareholders and the Related Transferees (as defined in the Shareholders Agreement) thereof of all Holder of the Registrable Securities (notice from the "Shelf Registration Statement")Company. The Shelf Registration Statement shall be on Form S-3As soon as practicable thereafter, or another appropriate form permitting registration but not more than ten days after the Company’s initial receipt of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected by the Shareholders or Related Transferees thereof and set forth in the Shelf Registration Statement. The Apollo/Blackstone Shareholders shall be entitled to only one written request for a Shelf Registration on a Shelf, the Company shall file a Registration Statement pursuant relating to this Section. The Company shall use reasonable efforts to cause all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date")written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any sales pursuant other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account public of the sales, will own more less than 9% of the Total Voting Power (as defined in the Shareholders Agreement)$10,000,000. The Company may delay shall maintain each Shelf in accordance with the filing of the Shelf Registration Statementterms hereof, and any amendments or shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of the Company in view of disclosure that as may be thereby required. Once the cause of the delay is eliminatednecessary to keep such Shelf continuously effective, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a Shelf Registration Statement or any amendments or supplements thereto available for use and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to in compliance with the provisions of this Section 2.3, the Company shall have the right at Securities Act until such time as there are no longer any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right")Securities included on such Shelf. In the event the Company exercises the Suspension Rightfiles a Shelf on Form S-1, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and shall use its stockholders or until such time commercially reasonable efforts to convert the Form S-1 to a Form S-3 as the information or event is no longer material, each soon as determined in good faith by the Company based upon the advice of legal counsel, or for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the Company is eligible to use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesForm S-3.

Shelf Registration Rights. In addition to the other rights under this Agreement of the Shareholders who are party to this Agreement, at 3.1 At any time after the first anniversary of date that is six months after the acquisition of shares of Common Stock pursuant to the Exchange Agreement, date hereof and upon the written request submitted by the Requisite Holders, (i) if the Company is eligible to use Form S-3 in connection with a secondary public offering of the Apollo/Blackstone Shareholdersits equity securities and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective, the Company shall prepare and file or cause (A) give written notice to be prepared and filed with all of the SEC Stockholders as promptly as reasonably practicable a registration statement but in no event later than 15 days after the Company receives such request, and (B) as promptly as practicable, register, under the Securities Act on Form S-3 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of promulgated under the Securities Act (a "“Shelf Registration Statement") registering Registration”), the resale from time to time by the Shareholders offer and the Related Transferees (as defined in the Shareholders Agreement) thereof sale of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, or another appropriate form permitting registration of such Registrable Securities for resale by such Shareholders or the Related Transferees thereof in accordance with the methods of distribution reasonably elected owned by the Shareholders or Related Transferees thereof Stockholders and set forth such other Persons as the Company shall determine to include in the Shelf Registration Statement. The Apollo/Blackstone Shareholders (for the purposes of this Section 3 only, such shares of Earthstone Common Stock to be offered and sold in such Shelf Registration, including those owned by Stockholders and those owned by Additional Holders and other Persons, shall be entitled to only one request for a the “Shelf Registration Statement pursuant to this Section. The Company shall use reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of four years following its being declared effective (the "Effectiveness Termination Date"); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf Registration Statement is delayed or suspended pursuant to this Section 2.3. In connection with any sales pursuant to the Shelf Registration Statement, reasonable efforts shall be made not to knowingly sell to any single buyer, acting individually or with others, who, after taking account of the sales, will own more than 9% of the Total Voting Power (as defined in the Shareholders AgreementShares”). The “Plan of Distribution” section of such Shelf Registration shall permit the disposition of Shelf Shares pursuant to firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. With respect to each Shelf Registration, the Company may delay shall (a) file a Registration Statement as promptly as practicable, but in no event later than 20 days after receiving a request from the filing of the Shelf Requisite Holders to file such Registration Statement, and any amendments or supplements thereto, or delay its effectiveness, for a reasonable period (but not longer than 90 daysb) if, in cause such Registration Statement to remain effective until the sole judgment earlier of the Company's Board date (1) on which all of Directorsthe Shelf Shares covered by such Shelf Registration (except for those Shelf Shares, (i) delay is necessary in light of pending financing transactionsif any, corporate reorganizations, held by Additional Holders or other major events involving the Company, or Persons) are no longer Registrable Securities and (ii2) filing at the time requested would materially and adversely affect the business or prospects of on which the Company in view cannot extend the effectiveness of disclosure that may be thereby required. Once the cause of the delay is eliminated, the Company shall promptly notify the Shareholders and, promptly after Shareholders notify the Company to proceed, the Company shall file a such Shelf Registration Statement or any amendments or supplements thereto and begin or resume performance of its other obligations under this Agreement and the Registration Rights Agreement. Subject to the provisions of this Section 2.3, the Company shall have the right at any time to require that the Shareholders suspend further open market offers and sales of the Registrable Shares whenever, and for so long as, in the reasonable judgment of the Company based upon the advice of legal counsel, there is in existence material undisclosed information or events with respect to the Company the disclosure of which would materially and adversely affect the business or prospects of the Company or suspension is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving the Company (the "Suspension Right"). In the event the Company exercises the Suspension Right, such suspension will continue for the period of time (the "Suspension Period") reasonably necessary for the disclosure to occur at a time that is not materially detrimental to the Company and its stockholders or until such time as the information or event because it is no longer material, each as determined in good faith by the Company based upon the advice of legal counsel, or eligible for the transactions or other major events to be completed or terminated. The period during which the availability of the Shelf Registration Statement and any prospectus is suspended shall, without the Company incurring any obligation to pay liquidated damages, not, in the aggregate exceed 120 days in any twelve (12) month period. The Company will reasonably promptly give the Shareholders notice of any such suspension and will, as promptly as reasonably practicable after the Suspension Period terminates, allow the resumption of the use of the Shelf Registration Statement and, if required to reflect such material corporate development or major event, prepare a supplement or amendment to the Shelf Registration Statement . In the event that the Shareholders should elect to make an underwritten offering or distribution of the Registrable Shares after the Shelf Registration Statement has been declared effective, the number of requests for registration permitted under Section 2.2 of this Agreement shall be reduced by one (1) for each such underwritten offering. If there has been filed an amendment to the Shelf Registration Statement relating to an underwritten offering then either Apollo or Blackstone may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of either Apollo or Blackstone, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Company or any of its subsidiariesForm S-3.