Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The At any time and from time to time when the Company agrees is eligible to utilize a Shelf Registration, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 Exchange Commission a registration statement under the Securities Act or another appropriate form selected by for the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of Shelf Registration (a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings“Shelf Registration Statement”). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company Corporation shall use its reasonable best efforts to cause each any Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly soon as is practicable following after the initial filing thereof of such Shelf Registration Statement, and to keep each once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act for two years after Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the latest date of original issuance of contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Notes (subject Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingShelf Registration Statement.

Shelf Registration Statement. (a) The Company agrees to Issuer and the Guarantors shall prepare and file with the SEC on or prior to SEC, as promptly as practicable following the Filing Date Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis Securities, which registration statement, if the Shelf Notice is given pursuant to Rule 415 covering all of Section 2(g)(1) or (2), may be an amendment to the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Exchange Offer Registration Statement or Statements, collectively, (the "Shelf Registration Statement"). Each The Shelf Registration Statement shall be on Form S-3 under the Securities Act S-1 or another appropriate form selected by the Company permitting registration of such the Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings). The Company Issuer and the Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any the Shelf Registration Statement. The Company Issuer and the Guarantors shall use its their best efforts efforts, as described in Section 5(b) hereof, to cause each the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following after the filing thereof of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2g)(3)), and to keep each the Shelf Registration Statement continuously effective under the Securities Act for two years until the earlier of (i) the date which is 24 months after the latest Closing Date, (ii) the date of original issuance of any of that all Transfer Restricted Securities covered by the Notes Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or (subject iii) the date that there ceases to extension pursuant to Sections 2(d) hereof) be securities outstanding that constitute Transfer Restricted Securities (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 415, covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration StatementSHELF REGISTRATION STATEMENT"). Each The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingsold; provided, without limitationhowever, up that the Company shall be required to three participate in only one underwritten offerings)offering, in the aggregate, in connection with the Shelf Registration Statement and all Subsequent Registration Statements. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any the initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause each the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each the Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness PeriodEFFECTIVENESS PERIOD"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. As soon as practicable but no later than thirty (a30) The Business Days after the date hereof (the “Filing Date”), the Company agrees to shall prepare and file with (or confidentially submit to) the SEC on or prior to the Filing Date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to shelf registration statement under Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively Act (such Registration Statement or Statementsregistration statement, collectively, the "a “Shelf Registration Statement")”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Each Such Shelf Registration Statement shall be on Form S-3 under provide for the resale of the Registrable Securities Act included therein pursuant to any method or another appropriate form selected by the Company permitting registration combination of such Transfer Restricted Securities for resale by the Holders in the manner or manners methods legally available to, and reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingrequested by, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration StatementHolder named therein. The Company shall use its best commercially reasonable efforts to cause each maintain the Shelf Registration Statement to in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and necessary to keep each a Shelf Registration Statement continuously effective under effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If, at any time the Company shall have qualified for two years after the latest date use of original issuance a Registration Statement on Form S-3 or any other form which permits incorporation of any of substantial information by reference to other documents filed by the Notes (subject to extension pursuant to Sections 2(d) hereof) (Company with the "Effectiveness Period")Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, or then the Company shall, as soon as reasonably practical, convert such shorter period ending when there cease to be any Transfer Restricted Securities outstandingoutstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3.

Shelf Registration Statement. (ac) The Company agrees to file with If the SEC on or prior to the Filing Date Holders of a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all majority of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all outstanding as of the Notes constituting Transfer Restricted Securities and all Closing Date so elect (with holders of the Common Stock constituting Transfer Restricted Securities, respectively (Securities being deemed to be Holders of the number of Shares converted by them into such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration Common Stock for purposes of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount calculation), an offering of Transfer Restricted Securities being sold (includingpursuant to the Shelf Registration Statement may be effected in the form of an Underwritten Offering; provided, without limitationhowever, up that notwithstanding -------- ------- anything contained in this Agreement to three underwritten offerings). The the contrary, the Company shall not permit be required to undertake more than one such Underwritten Offering during any securities other than consecutive 12-month period. The Holders of the Transfer Restricted Securities to be included registered shall pay all underwriting discounts and commissions of such Underwriters and the fees and expenses of any counsel for the Holders. (d) If any of the Transfer Restricted Securities covered by the Shelf Registration Statement are to be sold in an Underwritten Offering, the Underwriter(s) that will administer the offering will be selected by the Company and shall be a nationally recognized investment bank(s) reasonably satisfactory to the Holders of a majority of the outstanding Transfer Restricted Securities (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the number of Shares converted by them into such Common Stock for purposes of such calculation). (e) The Company will mail only one request (the "Request") for information for use in connection with any Shelf Registration StatementStatement or Prospectus or Preliminary Prospectus included therein to Holders of the Transfer Restricted Securities as of the close of business on a business day selected by the Company to be no more than three business days prior to the date the Request is mailed. The Company shall use No Holder of Transfer Restricted Securities may include any of its best efforts to cause each Transfer Restricted Securities in the Shelf Registration Statement to be declared effective pursuant to this Agreement, unless (i) such Holder furnishes to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years Company in writing, within 10 business days after the latest date of original issuance of any Request is mailed, the information requested therein, including the identity of the Notes beneficial owner for whom any Holder may be acting as nominee, or (subject to extension pursuant to Sections 2(dii) follows the procedure set forth in Section 5(c) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees to As promptly as practicable after the date hereof, Parent shall prepare and file with the SEC a “shelf” registration statement on or prior Form S-3 (except if Parent is not then eligible to use Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) with respect to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to offer and resale or distribution of all Registrable Shares in accordance with Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectivelyregistration statement together with any additional registration statements filed to register any Registrable Shares, the "“Shelf Registration Statement"”). Each Parent will use commercially reasonable efforts to (i) cause the Shelf Registration Statement, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is practicable following after such filing, but in any event no later than the filing thereof expiration of the Lock-Up Period and to keep each (iv) maintain the effectiveness of (and availability for use of) the Shelf Registration Statement continuously (including by filing any post-effective under amendments thereto or prospectus supplements in respect thereof) until such time as there are no Registrable Shares or this Agreement is terminated pursuant to Section 3.13 (the “Effective Period”). Notwithstanding the foregoing provisions of this Section 2.1, if the SEC prevents Parent from including on a Shelf Registration Statement any or all of the Registrable Shares to be registered pursuant to this Section 2.1 due to limitations on the use of Rule 415 of the Securities Act for two years after the latest date resale of original issuance Registrable Shares by Investor, such Shelf Registration Statement shall register the resale of any a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and Parent shall use commercially reasonable efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingSEC.

Shelf Registration Statement. (a) The Company agrees (subject to file Section 1.2 hereof), within forty-five (45) days after the Effective Time (as defined in the Merger Agreement), to file, without any request or any other action on the part of the Stockholders, with the SEC on or prior to the Filing Date Securities and Exchange Commission ("SEC") a Registration Statement registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration"), covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively Registrable Shares (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"). Each Shelf The Registration Statement and Prospectus (and any other form or document required to be filed in connection with the exercise of the Registration Rights) shall be on Form S-3 under the appropriate form, reasonably satisfactory to the Stockholders or, in the case of an underwritten offering, reasonably satisfactory to the Stockholders and the underwriter, and shall otherwise comply as to form in all material respects with the requirements of the Securities Act or another appropriate form selected by and the Company rules and regulations promulgated thereunder, permitting registration of such Transfer Restricted Securities Registrable Shares for resale by the Holders each Stockholder in the manner or manners reasonably designated by Holders it. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable and will notify each Stockholder 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 the Registration Statement is declared effective by the SEC until the earlier of (i) the date on which the Stockholders shall have sold all of the Registrable Shares, (ii) the date on which all of the Registrable Shares are eligible to be sold or transferred under Rule 144 without holding period or volume limitations, and (iii) 36 months after the Effective Time (such period, the "Effective Period"). Upon seeking to offer and sell its Registrable Shares pursuant to the Registration Statement, each Stockholder agrees to provide in a majority timely manner information regarding the proposed distribution by such Stockholder of the Registrable Shares and such other information reasonably requested by the Company in aggregate principal amount connection with the preparation of Transfer Restricted Securities being sold (including, without limitation, up and for the inclusion in the Registration Statement. The Company agrees to three underwritten offerings)provide to each Stockholder the number of copies of the final Prospectus and any amendments or supplements thereto as are reasonably requested by such Stockholder. The Company shall not permit promptly notify the Stockholders of any securities threatened stop order by the SEC or if the Registration Statement ceases to be effective for any reason at any time during the Effective Period (other than because of the Transfer Restricted Securities to be included in any Shelf Registration Statement. The sale of all of the securities registered thereunder or as permitted by Section 1.2 hereof), and the Company shall use its best efforts and take all reasonable actions required to cause each Shelf Registration Statement prevent the entry of such stop order or to be declared effective pursuant to obtain the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance prompt withdrawal of any of order suspending the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingeffectiveness thereof.

Shelf Registration Statement. If (ai) The Company agrees the Issuer, upon advice of its outside counsel, determines that the Exchange Offer Registration provided for in Section 22(a) above is not available or may not be completed as soon as practicable after the Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or prior to the date specified therefor in Section 22(a), or (iii) any Holder notifies the Issuer prior to the 20th Business Day following the Exchange Date that it (x) is prohibited by law or the applicable interpretations of the Staff from participating in the Exchange Offer, (y) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a Prospectus and the Prospectus included in the Exchange Offer Registration Statement is not appropriate or available for such resales, or (z) is a broker-dealer and owns Securities acquired directly from the Issuer or an Affiliate of the Issuer, the Issuer and the Guarantors shall use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the case may be, a Shelf Registration Statement providing for the resale of all the Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC. If the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 22(b), the Issuer and the Guarantors shall use their respective commercially reasonable efforts to file the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises (the “Shelf Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities Date”) and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as by the SEC on or prior to the 90th day after the date on which the Shelf Registration Statement is practicable following filed. The Issuer and the filing thereof and Guarantors agree to use their respective commercially reasonable efforts to keep each the Shelf Registration Statement continuously effective until the earliest of (i) the time the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the Securities Act for without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii) two years after from the latest Closing Date and (iii) the date on which all Securities registered thereunder have been disposed of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) in accordance therewith (the "“Shelf Effectiveness Period"”), or such shorter . The Issuer and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period ending when there cease to be if they voluntarily take any action that would result in Holders of Transfer Restricted Securities outstandingcovered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, unless (i) such action is required by applicable law, (ii) the Issuer and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 23(i), if applicable. The Issuer and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of Transfer Restricted Securities with respect to information relating to such Holder, and to use their respective commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being filed with (in the case of a supplement) or declared effective by (in the case of an amendment) the SEC. Each Holder participating in such Shelf Registration Statement shall notify the Issuer promptly of any sale of Securities by it. The Issuer may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of the Securities as the Issuer may from time to time reasonably require for inclusion in the Shelf Registration Statement, including requiring the Holder to properly complete and execute such selling Security Holder notice and questionnaires, and any amendments or supplements thereto, as the Issuer may reasonably deem necessary or appropriate, and the Issuer may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. Notwithstanding any other provisions of this Agreement to the contrary, the Issuer shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration Statement. As soon as reasonably practicable after the Closing Date and in any event not later than seven (a7) The Company agrees to Business Days of the Closing Date, CSRA shall file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made a Shelf Registration on Form S-1 covering the resale of all Stockholder Registrable Securities on a delayed or continuous basis pursuant to Rule 415 covering all of (the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"“Form S-1 Shelf”). Each Shelf Registration Statement shall be on In the event that CSRA becomes eligible to use Form S-3 under the Securities Act or another appropriate form selected by after twelve (12) calendar months following the Company permitting registration of such Transfer Restricted Securities for resale by Closing Date, CSRA shall use its commercially reasonable efforts to convert the Holders in Form S-1 Shelf to a Shelf Registration on Form S-3 (a “Form S-3 Shelf” and together with the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingForm S-1 Shelf, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any “Shelf Registration Statement”). The Company Subject to the terms of this Agreement, including any applicable Blackout Period, CSRA shall respond to any comments from the SEC as promptly as practicable and use its best commercially reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is reasonably practicable following after the filing thereof and shall use its commercially reasonable efforts to keep each such Shelf Registration Statement continuously effective under the Securities Act for two years after until the latest date that all Stockholder Registrable Securities covered by such Registration Statement are no longer Stockholder Registrable Securities (the period during which CSRA shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 2.1 the “Shelf Period”). CSRA shall notify the holders of original issuance of any Stockholder Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the Notes (subject effectiveness of a Form S-1 Shelf promptly once CSRA telephonically confirms effectiveness with the SEC. CSRA shall file a final Prospectus with the SEC to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or extent required by Rule 424. The “Plan of Distribution” section of such shorter period ending when there cease Shelf Registration Statement shall provide for all permitted means of disposition of Stockholder Registrable Securities requested in writing to be any Transfer Restricted Securities outstandingincluded therein by Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.

Shelf Registration Statement. Not later than July 31, 2010 (aor, if such date is not a business day, the next succeeding business day) The (the “Required Filing Date”), the Company agrees to shall file with the SEC a registration statement on Form S-3 (or prior any successor form thereto) with respect to the Filing Date a Registration Statement for an offering resale (or Form S-1 if Form S-3 is not available), from time to be made time, on a continuous basis pursuant to Rule 415 covering of the Securities Act of all of the Transfer Restricted Registrable Securities held by the Holders. The Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex A. The disposition of Registrable Securities from the Registration Statement may occur, at any time, in one or separate Registration Statements for an offering to more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be made on a continuous basis pursuant to Rule 415 covering specified in the Plan of Distribution or by the applicable Holders. Notwithstanding the registration obligations set forth in this Section 3.1, in the event the SEC informs the Company that all of the Notes constituting Transfer Restricted Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the SEC and/or (ii) withdraw the initial Registration Statement and file a new Registration Statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC as a secondary offering on a single registration statement; provided, however, that prior to filing such amendment or new Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Event Payments in Section 3.3, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock constituting Transfer Restricted permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), respectively (the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement or Statements, collectivelywill be reduced as follows: first, the "Shelf Registration Statement"). Each Shelf Registration Statement Company shall reduce or eliminate the shares of Common Stock to be on Form S-3 under the Securities Act or another appropriate form selected included by any Person other than a Holder; second, the Company permitting registration shall reduce or eliminate any shares of such Transfer Restricted Securities for resale Common Stock to be included by any Affiliate of the Holders in Company; and third, the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than reduce the Transfer Restricted number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. In the event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in any Shelf general, one or more Registration Statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement. The Company No Holder shall use its best efforts to cause each Shelf be named as an “underwriter” in any Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or without such shorter period ending when there cease to be any Transfer Restricted Securities outstandingHolder’s prior written consent.

Shelf Registration Statement. As soon as reasonably practicable, but in no event later than forty-five (45) days following the Effective Date, the Company shall (a) The Company agrees to file with the SEC Commission a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act on Form S-3 (or prior to the Filing Date any successor form or similar short-form registration involving a Registration Statement similar amount of disclosure constituting a “shelf” registration statement for an a public offering to be made on a delayed or continuous basis pursuant to Rule 415 covering under the Securities Act) (“Form S-3”) that covers all of Registrable Securities then held by the Transfer Restricted Securities or separate Registration Statements Holders for an a public offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (or another appropriate form selected by any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities subject to the Shelf Registration Statement and (b) use its reasonable best efforts to cause such Shelf Registration Statement to become effective as promptly thereafter as practicable, but in any event not later than one hundred twenty (120) days after the Effective Date if the Company permitting registration of such Transfer Restricted Securities for resale by receives comments to the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration StatementStatement from the staff of the Commission (“SEC Comments”) or ninety (90) days after the Effective Date if the Company does not receive SEC Comments. The Company shall use its reasonable best efforts to cause each prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement and the Shelf Prospectus as may be necessary to be declared keep such Shelf Registration Statement effective pursuant and to comply with the provisions of the Securities Act as promptly as is practicable following to, subject to Section 3.4, permit the filing thereof and to keep each disposition of all Registrable Securities subject thereto during the period beginning on the date the staff of the Commission declares the Shelf Registration Statement continuously effective and ending on the earliest to occur of (i) 36 months after the effective date of such Registration Statement, (ii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement or (iii) the date when all Registrable Securities covered by the Shelf Registration Statement first become eligible for sale pursuant to Rule 144 under the Securities Act for two years after without volume limitation or other restrictions on transfer thereunder (such period, the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness “Shelf Registration Statement Effective Period"”), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees Company: (A) shall cause to file be filed with the SEC SEC, on or prior to the Filing Date before September 30, 2003, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively shelf registration statement (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be ) on Form S-3 an appropriate form under the Securities Act or another appropriate form selected by Act, relating solely to the Company permitting registration offer and sale of such Transfer Restricted all the Registrable Securities for resale by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the manner or manners reasonably designated Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold the SEC as soon as practicable thereafter; provided, however, that no Holder (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be included in any Shelf Registration Statement. bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act for two years after the latest date (or any successor provision having similar effect) without any volume, manner of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period")sale or other restrictions, or such shorter period ending when there cease that will terminate on the date on which all of the Registrable Securities have been sold pursuant to an effective registration statement (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration Period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any Transfer Restricted action that would result in Holders of the Registrable Securities outstandingcovered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law.

Shelf Registration Statement. (a) The Company agrees shall, at its expense, use its reasonable efforts to prepare and file with the SEC on or prior to within six months following the Filing Closing Date a Shelf Registration Statement for an offering with respect to be made resales of shares of Common Stock issuable upon mandatory conversion of shares of Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 covering all (or any similar provisions then in force). (b) The Company shall, at its expense, use its reasonable efforts to prepare and file with the SEC within one year following the Closing Date a Shelf Registration Statement with respect to resales of the shares of Convertible Preferred Stock that are Transfer Restricted Securities or separate Registration Statements for an offering by each Holder from time to be made time on a delayed or continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectivelyany similar provisions then in force). If eligible, the "Shelf Registration Statement"). Each Company may satisfy the requirement to file a Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected pursuant to this Section 2(b) by the Company permitting registration of such Transfer Restricted Securities registering for resale by the Holders in Convertible Preferred Stock on the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities Shelf Registration Statement required to be included in any Shelf Registration Statement. filed under Section 2(a) above. (c) The Company shall use its best reasonable efforts to cause each Shelf Registration Statement described in 2(a) and 2(b) above to be declared effective under the Securities Act. (d) The Company shall use its reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (e) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable following practicable. Notwithstanding the filing thereof and foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (i) The Company shall use its reasonable efforts, subject to Section 2(f)(ii), to keep each the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Sections 2(d) and 2(e), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Company will (x) subject to Sections 2(d) and 2(e), use its reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act for two years after and (z) comply in all material respects with the latest date provisions of original issuance the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of the Notes (subject its subsidiaries to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period")effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such shorter period ending when there cease use, and prior to be suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities outstandingpursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the fact of the suspension), except as required by applicable law. (g) Notwithstanding anything herein to the contrary, the Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or oral guidance, comments, requirements or requests of the SEC staff and (ii) the Securities Act, would be deemed to constitute a primary offering of securities by it.

Shelf Registration Statement. (a) The Company agrees to Partnership and the Guarantors shall file with the SEC on or prior to the Filing Date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of the Transfer Restricted Registrable Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes constituting Transfer Restricted Securities and (iii) all of the Common Stock constituting Transfer Restricted Securities, respectively Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each The Partnership and the Guarantors shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three but not including any underwritten offerings). The Company Partnership and the Guarantors shall not permit any securities other than the Transfer Restricted Registrable Securities to be included in any the Shelf Registration Statement. The Company Partnership and the Guarantors shall use its best their respective reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as on or prior to the date that is practicable following 180 days after delivery of the filing thereof Shelf Notice and to keep each the Shelf Registration Statement continuously effective under the Securities Act for until the date that is two years after from the latest date of original issuance of any of the Notes Closing Date (subject to extension or such shorter restrictive period as may be required pursuant to Sections 2(dRule 144(k)) hereof) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided, or such shorter period ending when there cease however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to be any Transfer Restricted the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities outstandingAct and as otherwise provided herein.

Shelf Registration Statement. (a) The Company agrees Partnership shall, at least 90 days prior to each Effectiveness Date, as defined below, file with the SEC on one or prior to more “shelf” registration statements covering the Filing Date a Registration Statement resale of such Registrable Securities for an offering offerings to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of Act (the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "“Shelf Registration Statement"”). Each ; provided, however, if the Partnership is eligible to file an automatic Shelf Registration Statement, the Partnership shall not be required to file such Shelf Registration Statement until the Effectiveness Date. Notwithstanding the foregoing, the Partnership shall be on Form S-3 under entitled to postpone the Securities Act or another appropriate form selected by the Company permitting registration filing of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any an automatic Shelf Registration Statement. Statement to the same extent that it is entitled to prohibit sales of Registrable Securities under an effective Shelf Registration Statement pursuant to Section 2.2(d) below. (b) The Company Partnership shall use its best commercially reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after by the latest SEC on or prior to the first date on which the applicable Registrable Securities are required to be delivered to any Covered Person under the Purchase and Sale Agreement (the “Effectiveness Date”) or, if it cannot be declared effective on the date of original issuance delivery, as soon as possible thereafter, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continually effective until the Registrable Securities covered by such Shelf Registration Statement cease to constitute Registrable Securities. For the avoidance of doubt, the Partnership’s obligation to any of particular Covered Person to use its commercially reasonable efforts to keep such Shelf Registration Statement effective shall cease upon such time as the Notes (subject Common Units delivered to extension such Covered Person pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there Purchase and Sale Agreement cease to constitute Registrable Securities. Notwithstanding the foregoing, the Partnership shall be entitled to postpone causing any Transfer Restricted Shelf Registration Statement to be declared effective to the same extent that it is entitled to prohibit sales of Registrable Securities outstandingunder an effective Shelf Registration Statement pursuant to Section 2.2(d) below. (c) The Partnership shall be liable for and pay all Registration Expenses in connection with any Shelf Registration Statement, regardless of whether such registration is effected.

Shelf Registration Statement. (a) The Company agrees shall, at its expense, use its commercially reasonable efforts to file with the SEC on or prior to the Filing Date cause a Shelf Registration Statement for an offering with respect to be made resales of shares of Common Stock issued upon conversion of shares of Series B Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 covering all (or any similar provisions then in force) to be prepared, filed and declared effective under the Securities Act by February 28, 2016. (b) The Company shall, at its expense, use its commercially reasonable efforts to cause a Shelf Registration Statement with respect to resales of shares of Series B Convertible Preferred Stock (including, for purposes of registering the sale of such Preferred Stock only, shares of Common Stock issuable upon conversion of such Preferred Stock) that are Transfer Restricted Securities or separate Registration Statements for an offering by each Holder from time to be made time on a delayed or continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities (or any similar provisions then in force) to be prepared, filed and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 declared effective under the Securities Act or another appropriate form selected by February 28, 2016. If eligible, the Company may satisfy the requirement to file a Shelf Registration Statement pursuant to this Section 2(b) by registering for resale the Series B Convertible Preferred Stock on the Shelf Registration Statement required to be filed under Section 2(a) above. (c) The Company shall use its commercially reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company permitting registration Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities for resale as may, from time to time, be required by the Holders in Securities Act and/or the manner SEC or manners reasonably designated by Holders any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (d) After a majority in aggregate principal amount Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities being sold Securities, use its commercially reasonable efforts to promptly prepare and file with the SEC (includingx) a supplement to the Prospectus or, without limitationif required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, up a post-effective amendment to three underwritten offerings). The Company shall not permit the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any securities other than document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities to be included in any Shelf Registration Statementaccordance with applicable law. The If the Company files a Seller Post-Effective Amendment, it shall use its best commercially reasonable efforts to cause each Shelf Registration Statement such post-effective amendment to be declared become effective pursuant to under the Securities Act as promptly as is practicable following practicable. Notwithstanding the filing thereof and foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (e) (i) The Company shall use its commercially reasonable efforts, subject to Section 2(e)(ii), to keep each the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Sections 2(c) and 2(d), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Company will (x) subject to Sections 2(c) and 2(d), use its commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(e)(ii), (y) subject to Sections 2(c) and 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act for two years after and (z) comply in all material respects with the latest date provisions of original issuance the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of the Notes (subject its subsidiaries to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period")effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such shorter period ending when there cease use, and prior to be suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities outstandingpursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the fact of the suspension), except as required by applicable law. (f) Notwithstanding anything herein to the contrary, the Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or oral guidance, comments, requirements or requests of the SEC staff and (ii) the Securities Act, would be deemed to constitute a primary offering of securities by it.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "“Shelf Registration Statement"”). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount interest of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings)sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof thereof, and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any on which all of the Notes (subject including any Additional Notes) are sold by the Company to extension pursuant to Sections 2(d) hereofthe Initial Purchasers (including any New Holders) (the "“Effectiveness Period"”), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding. No later than the second Business Day after each Shelf Registration Statement becomes effective, the Company shall file with the SEC the Prospectus included therein pursuant to Rule 424.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three two underwritten offerings). The Company shall use all commercially reasonable efforts to not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best all commercially reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of on which all the Notes are sold (including those sold pursuant to the over-allotment option granted to the Purchasers in the Purchase Agreement) to the Purchasers (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. Notwithstanding anything to the contrary herein, as soon as reasonably practicable, but in no event more than 30 days from the date of this Agreement, the Company shall (ai) The Company agrees to prepare and file with (or confidentially submit to) the SEC on or prior to the Filing Date Commission a Shelf Registration Statement that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold any successor rule thereto and (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall ii) use its best commercially reasonable efforts to cause each such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter; provided, however, that the Company shall be permitted to file a post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement in lieu of an additional Registration Statement pursuant to Section 2(c) to the extent the Company determines, and the Requesting Holder(s) agree, that the Registrable Securities Act of the Requesting Holder(s) may be sold thereunder by such Requesting Holder(s) pursuant to their intended plan of distribution. From and after the declaration of effectiveness by the Commission of such Shelf Registration Statement or the filing of such post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement, the Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be continuously effective so long as there are any Registrable Securities outstanding. In connection with such Shelf Registration Statement, the Company will, subject to the terms and limitations of this Section 2, as promptly as is reasonably practicable following upon notice from any Requesting Holder in accordance with the filing thereof and terms of this Section 2(c), cooperate in any shelf take-down by amending or supplementing the Prospectus related to keep each such Registration as may be reasonably requested by such Holder or as otherwise required to reflect the number of Registrable Securities to be sold thereunder. The Company shall not be required to maintain in effect more than one Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of at any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingone time.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three two underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of on which all the Notes are sold (including those sold pursuant to the over-allotment option granted to the Purchasers in the Purchase Agreement) to the Purchasers (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees Company: (A) shall cause to file be filed with the SEC SEC, on or prior to the Filing Date before December 31, 2001, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively shelf registration statement (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be ) on Form S-3 an appropriate form under the Securities Act or another appropriate form selected by Act, relating solely to the Company permitting registration offer and sale of such Transfer Restricted all the Registrable Securities for resale by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the manner or manners reasonably designated Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by Holders of a majority the SEC as soon as practicable thereafter, but in aggregate principal amount of Transfer Restricted Securities being sold no event later than June 30, 2002; provided, however, that no Holder (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be included in any Shelf Registration Statement. bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act for two years after (or any successor provision 5 having similar effect) without any volume, manner of sale or other restrictions, or (ii) the latest date of original issuance of on which no Holder owns any of the Notes Registrable Securities (subject to extension pursuant to Sections 2(d) hereof) (in any such case, such period being called the "Effectiveness Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such shorter period ending when there cease Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any Transfer Restricted Securities outstandingnecessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company agrees shall prepare and file and use reasonable best efforts to file with the SEC on cause to be declared effective or prior otherwise become effective pursuant to the Filing Securities Act, no later than the date that is five (5) Business Days before the First Restricted Period Termination Date (the “Registration Date”), a Shelf Registration Statement in order to provide for an offering resales of all Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 covering all of under the Transfer Restricted Securities or separate Act. In addition, following the Registration Date, the Company shall from time to time file such additional Shelf Registration Statements to cover resales of any Registrable Securities that are not registered for an offering to be made on a continuous basis resale pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each a pre-existing Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall and will use its reasonable best efforts to cause each such Shelf Registration Statement to be declared effective pursuant or otherwise to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously become effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension Act. Any Shelf Registration Statement filed pursuant to Sections 2(dthis Section 1.2 shall be on Form S-3 (or a successor form) hereofif the Company is eligible to use such form and shall be an Automatic Shelf Registration Statement if the Company remains a WKSI. (b) Subject to the provisions of Section 1.3, the Company shall use its reasonable best efforts to keep the Shelf Registration Statement (or any replacement Shelf Registration Statement) filed pursuant to Section 1.2(a) continuously effective during the "Effectiveness Period")term of this Agreement. During the term of this Agreement, or such shorter period ending when there cease the Company shall use its reasonable best efforts to maintain eligibility to be able to file and use an Automatic Shelf Registration Statement on Form S-3 (or any Transfer Restricted Securities outstandingsuccessor form thereto).

Shelf Registration Statement. (a) The Company agrees to file represents that it filed on January 13, 2015 a shelf registration statement on Form F-3 (a “Shelf Registration Statement”) (which is an Automatic Shelf Registration Statement), registering the resale by the holders of Registrable Securities (the “Securityholders”), including the IFC Parties, of all issued and outstanding Registrable Securities, including in the form of ADRs, with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis SEC, in accordance with and pursuant to Rule 415 covering all promulgated under the Securities Act. The Company acknowledges that prior to the Effective Date, each Securityholder has furnished to the Company in writing such information with respect to such Securityholder as has been reasonably requested by the Company for the purpose of including such Securityholder’s Registrable Securities in the Prospectus that forms part of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement (the “Selling Holder Information”). The Company represents that it has included in the Prospectus that forms part of the Shelf Registration Statement the Selling Holder Information received, to the extent necessary and in a manner so that, upon filing of a Prospectus Supplement as provided below, or promptly thereafter, each such Securityholder shall be on Form S-3 named, to the extent required by the rules promulgated under the Securities Act or another appropriate form selected by the SEC, as a selling Securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus to purchasers of the Registrable Securities in accordance with Applicable Law. If any Registrable Securities remain issued and outstanding after three years following the initial effective date of a Shelf Registration Statement (the “Initial Shelf Effective Date”), the Company permitting registration shall file prior to the expiration of such Transfer Restricted three year period a new Shelf Registration Statement covering all Registrable Securities for resale by the Holders that remain issued and outstanding, including in the manner or manners reasonably designated by Holders form of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingADRs, without limitationand, up unless such new Shelf Registration Statement is an Automatic Shelf Registration Statement, shall thereafter use its commercially reasonable efforts to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities cause to be included in any declared effective as promptly as practicable such new Shelf Registration Statement. The Company shall use its best commercially reasonable efforts to cause each Shelf Registration Statement to be declared remain effective pursuant to until the Securities Act as promptly as is practicable following earlier of (i) the filing thereof and to keep each date that a subsequent Shelf Registration Statement continuously effective under becomes effective, and (ii) the date that no Registrable Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities are issued and outstanding.

Shelf Registration Statement. (a) The As promptly as practicable after the date hereof, but in any event no later than the expiration of the Lock-Up Period, the Company agrees to shall prepare and file with the SEC a “shelf” registration statement on Form S-1 (or prior Form S-3 if the Company is eligible to use Form S-3 at such time) with respect to the Filing Date offer and resale of all Registrable Shares in accordance with Rule 415, except to the extent the Company has an existing shelf registration statement covering the Common Stock which may be used for the purposes contemplated herein (such new or existing registration statement together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement for an offering on Form S-3, which may be in the form of a post-effective amendment to be made the Shelf Registration Statement on a continuous basis pursuant to Rule 415 Form S-1, covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all then Registrable Shares and will maintain the effectiveness of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Shelf Registration Statement on Form S-3 (or Statements, collectively, such comparable or successor form) then in effect until such time as there are no Registrable Shares. The Company will use its reasonable best efforts to (i) cause the "Shelf Registration Statement"). Each , when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is practicable following after such filing and (iv) maintain the filing thereof effectiveness of (and to keep each availability for use of) the Shelf Registration Statement continuously (including by filing any post-effective under amendments thereto or prospectus supplements in respect thereof) until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 2.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 2.1 due to limitations on the use of Rule 415 of the Securities Act for two years after the latest date resale of original issuance Registrable Shares by the Investor, such registration statement shall register the resale of any a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingSEC.

Shelf Registration Statement. (a) The Company agrees to Partnership shall file with the SEC on reasonably promptly following the date hereof (and in any event within 10 Business Days thereafter) one or prior to more “shelf” registration statements covering the Filing Date a Registration Statement resale of such Registrable Securities for an offering offerings to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of Act (the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "“Shelf Registration Statement"”). Each Notwithstanding the foregoing, the Partnership shall be entitled to postpone the filing of a Shelf Registration Statement shall be on Form S-3 to the same extent that it is entitled to prohibit sales of Registrable Securities under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any an effective Shelf Registration Statement. Statement pursuant to Section 2.2(e) below. (b) The Company Partnership shall use its best all commercially reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years by the SEC as soon as reasonably practicable after the latest date of original issuance of any of the Notes (subject to extension filing thereof pursuant to Sections 2(d) hereof) (the "Effectiveness Period"Section 2.1(a), or and shall use all commercially reasonable efforts to keep such shorter period ending when there Shelf Registration Statement continually effective until all the Registrable Securities covered by such Shelf Registration Statement cease to constitute Registrable Securities. For the avoidance of doubt, the Partnership’s obligation to any particular Covered Person to use all commercially reasonable efforts to keep such Shelf Registration Statement effective shall cease upon such time as the Common Units delivered to such Covered Person pursuant to the Purchase and Sale Agreement cease to constitute Registrable Securities. Notwithstanding the foregoing, the Partnership shall be entitled to postpone causing any Transfer Restricted Shelf Registration Statement to be declared effective to the same extent that it is entitled to prohibit sales of Registrable Securities outstandingunder an effective Shelf Registration Statement pursuant to Section 2.2(e) below. (c) The Partnership shall be liable for and pay all Registration Expenses in connection with any Shelf Registration Statement, regardless of whether such registration is effected.

Shelf Registration Statement. (a) The Company agrees will: (A) use its best efforts to file with the SEC on or prior to the Filing Date a Registration Statement (which filing may be a confidential filing) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"), within 60 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 180th day after such obligation arises. No Holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such Holder shall have provided all information reasonably requested by the Company (after conferring with counsel), and such Holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each Holder to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading; provided, further, that if the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Securities pursuant to this Agreement either by complying with Section 2 and/or Section 3. The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under effective, supplemented and amended to ensure that it is available for resales of Securities by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to conform with the requirements of this Agreement, the Securities Act for two years after and the latest date of original issuance of any policies, rules and regulations of the Notes (SEC, as announced from time to time, until the second anniversary of the Issuance Date, subject to extension pursuant to Sections 2(d) hereof) the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when there cease to be any all Transfer Restricted Securities outstandingcovered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the Securities Act without volume restrictions, if any.

Shelf Registration Statement. Subject to Section 3.3, and provided that the Company is eligible to register the resale of Eligible Securities on Form S-3, the Company shall, as promptly as reasonably practicable (a) The Company agrees but in no event later than the 15th Business Day following the date hereof), use its commercially reasonable efforts to file with the SEC a registration statement on or prior to the Filing Date a Registration Statement Form S-3 for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act including, if the Company is then eligible, as an automatic shelf registration, covering the resale of all of the Transfer Restricted Eligible Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of (the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "“Shelf Registration Statement"”). Each The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate in a form selected by the Company permitting registration of such Transfer Restricted Eligible Securities for resale or distribution by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings, subject to Section 4.2 (including, but not limited to, Block Trades), agented transactions, sales directly into the market, purchases or sales by brokers, sales or other transfers to shareholders, partners or members of such Holders and Non-Underwritten Shelf Take-Downs). The Company will notify the Seller Representative when such Shelf Registration Statement has become effective. The Company shall not permit be required to maintain in effect more than one shelf registration at any securities other than the Transfer Restricted Securities one time pursuant to be included in any Shelf Registration Statementthis Section 2.1. The Company shall (subject to the limitations on registration obligations of the Company set forth herein) use its best commercially reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is practicable following after the filing thereof of the Shelf Registration Statement, or automatically if the Company is eligible to file an automatically effective shelf registration statement, and (subject to the limitations on registration obligations of the Company set forth herein) to keep each the Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date (including by filing a replacement Shelf Registration Statement upon expiration of original issuance of any of the Notes (subject to extension a Shelf Registration Statement filed pursuant to Sections 2(dthis Section 2.1) hereof) until the date (the "“Effectiveness Period")”) that is the earliest of (i) the first date when all Eligible Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement, or such shorter period ending when (ii) the first date on which there cease to be are no longer any Transfer Restricted Eligible Securities outstandingand (iii) the End Date.

Shelf Registration Statement. (a) The Company agrees Company: (A) shall cause to file be filed with the SEC SEC, on or prior to the Filing Date before December 31, 2001, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively shelf registration statement (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be ) on Form S-3 an appropriate form under the Securities Act or another appropriate form selected by Act, relating solely to the Company permitting registration offer and sale of such Transfer Restricted all the Registrable Securities for resale by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the manner or manners reasonably designated Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by Holders of a majority the SEC as soon as practicable thereafter, but in aggregate principal amount of Transfer Restricted Securities being sold no event later than June 30, 2002; provided, however, that no Holder (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Initial Holders) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be included in any Shelf Registration Statement. bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities at all times (except during a General Blackout Period), beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act for two years after (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the latest date of original issuance of on which no Holder owns any of the Notes Registrable Securities (subject to extension pursuant to Sections 2(d) hereof) (in any such case, such period being called the "Effectiveness Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such shorter period ending when there cease Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any Transfer Restricted Securities outstandingnecessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes Preferred Stock constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount interest of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration StatementStatement (except in the case of any underwritten offering of Common Stock which constitutes Transfer Restricted Securities, the Company shall be entitled to permit shares of Common Stock held by ALZA Corporation in compliance with registration rights granted to ALZA Corporation by the Company). The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any on which all of the Notes shares of Preferred Stock are sold (including those sold pursuant to the over-allotment option granted to the Purchasers in the Purchase Agreement) to the Purchasers (subject to extension extensions pursuant to Sections 2(d) and 2(e) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. At any time and from time to time, the Holders of a majority-in-interest of the then outstanding number of Registrable Securities (the “Demanding Holders”) shall have the right to make a written demand the Company to prepare and file with (or confidentially submit to) the Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form F-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form F-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form F-1 into a Shelf Registration Statement on Form F-3. (a) Following the declaration by the Commission of the effectiveness of a Shelf Registration Statement as described above, and subject to Section 2.3 and Section 2.4, the Demanding Holders may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) days after the receipt of the Shelf Underwriting Notice. The Company agrees shall promptly (and in any event within twenty (20) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(a) with the SEC on respect to any or prior to the Filing Date all Registrable Securities in any twelve (12) month period; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities has become effective and all of the Common Stock constituting Transfer Restricted SecuritiesRegistrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, respectively (such Registration Statement or Statementsfurther, collectively, that the "number of Shelf Registration Statement"). Each Shelf Registration Statement Underwritings the Demanding Holders shall be on Form S-3 under the Securities Act or another appropriate form selected entitled to request shall be reduced by the Company permitting registration of each Demand Registration effected for such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective Demanding Holder pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.Section

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 415, covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause each the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each the Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees to Issuer shall prepare and file with the SEC on or prior to SEC, as promptly as practicable following the Filing Date Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis Securities, which registration statement, if the Shelf Notice is given pursuant to Rule 415 covering all of Section 2(g)(1) or (2), may be an amendment to the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Exchange Offer Registration Statement or Statements, collectively, (the "Shelf Registration Statement"). Each The Shelf Registration Statement shall be on Form S-3 under the Securities Act S-1 or another appropriate form selected by the Company permitting registration of such the Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings). The Company Issuer shall not permit any securities other than the Transfer Restricted Securities to be included in any the Shelf Registration Statement. The Company Issuer shall use its best efforts efforts, as described in Section 5(b) hereof, to cause each the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following after the filing thereof of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and to keep each the Shelf Registration Statement continuously effective under the Securities Act for two years until the earlier of (i) the date which is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration Statement is filed pursuant to Section 2(g)(3) at the latest date of original issuance of any request of the Notes Initial Purchaser), (subject ii) the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement, (iii) the date that there ceases to extension pursuant be securities outstanding that constitute Transfer Restricted Securities, or (iv) the date on which all Transfer Restricted Securities covered by the Shelf Registration Statement become tradeable under Rule 144 without regard to Sections 2(d) hereof) volume limitations (the "Shelf Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees to will use its reasonable best efforts to: (A) file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"), within 90 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. Each If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its reasonable best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form S-3 under the Securities Act F-1 or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under effective, supplemented and amended to ensure that it is available for resales of Notes by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to conform with the requirements of this Agreement, the Securities Act for two years after and the latest date of original issuance of any policies, rules and regulations of the Notes (SEC, as announced from time to time, until the second anniversary of the Issue Date, subject to extension pursuant to Sections 2(d) hereof) the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when there cease to be any all Transfer Restricted Securities outstandingcovered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the Securities Act without volume restrictions, if any.

Shelf Registration Statement. (a) The Company agrees to shall prepare and file with the SEC on or prior Commission a shelf registration statement (as amended and supplemented from time to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectivelytime, the "Shelf Registration StatementSHELF REGISTRATION STATEMENT"). Each Shelf Registration Statement shall be on Form S-3 ) relating to the resale of the Registrable Securities (and which may also include certain warrants to purchase the Company's Common Shares in accordance with Rule 415 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall Act) and will use its best efforts (i) to cause each such Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following practicable, but in any event within 90 days of the filing thereof date hereof and (ii) to keep each such Shelf Registration Statement continuously effective under and in compliance with the Securities Act and usable for two years after resale of the latest Registrable Securities (including, without limitation, the filing of any amendments or supplements to such Shelf Registration Statement or the prospectus or any prospectus supplements forming a part thereof), from the date on which the Commission declares effective the Shelf Registration Statement until the first anniversary of original issuance the date hereof. The prospectus forming a part of the Shelf Registration Statement shall include, in addition to the other items required therein, a "Plan of Distribution" section providing for, among other things, one or more sales of Registrable Securities by the Holders, from time to time, (x) in market transactions or in privately negotiated transactions or (y) as contemplated by Section 2.1(b) below, pursuant to an underwritten offering to be described in a prospectus supplement to such prospectus. The Stockholder will use reasonable efforts to notify the Company of the sale of the last of the Registrable Securities; PROVIDED, that the failure of the Stockholder to so notify the Company in accordance with this sentence will not constitute a breach of any of the Notes terms of this Agreement. (subject to extension b) If the Stockholder so elects, the offering of Registrable Securities pursuant to Sections 2(d) hereof) (the "Effectiveness Period")Shelf Registration Statement may be in the form of an underwritten offering. In such case, or the Stockholder shall select the book-running and other managing underwriters in connection with such shorter period ending when there cease underwritten offering and any additional investment bankers and managers, if any, to be any Transfer Restricted Securities outstandingused in connection with the offering, in each case which are reasonably satisfactory to the Company; PROVIDED, that Xxxxxxx Sachs, if chosen by the Stockholder, shall be reasonably satisfactory to the Company.

Shelf Registration Statement. (a) The Company agrees shall use best efforts to file with the SEC on or prior to Securities and Exchange Commission (the "Commission") by the Filing Date a Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of under the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively Act (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be ) on Form S-3 under S?3 (or any successor form thereto) to register resales by Purchaser of the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration StatementShares. The Company shall use its best efforts to cause each such Shelf Registration Statement to be declared effective pursuant to by the Securities Act Commission as promptly soon as is practicable following possible after the filing thereof and Filing Date but in no event later than the date of termination of the Lock-Up Period (the "Termination Date"). The Company shall use best efforts to keep each such Shelf Registration Statement continuously effective and usable until the date on which all of the Shares are sold or such earlier date as the Shares may be resold by Purchaser without registration under Rule 144(k) under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness PeriodFinal Date"), . The Company shall deliver copies of the Prospectus to The New York Stock Exchange pursuant to Rule 153 under the Securities Act and to Purchaser on reasonable request. (b) Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or such shorter period ending when there cease to omit a material fact required to be stated therein or necessary to make the statements made not misleading or (ii) not to be effective and usable for resale of the Shares until the Final Date, the Company shall notify Purchaser as soon as reasonably practicable thereafter and, within two Business Days of the occurrence of such event, file a supplement to the Prospectus included in (if a supplement is appropriate for such purpose) or, within four Business Days of the occurrence of such event, file an amendment to the Shelf Registration Statement, in the case of clause (i) immediately above correcting any Transfer Restricted Securities outstandingsuch misstatement or omission, and in the case of either clause (i) or (ii) immediately above use best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as reasonably practicable thereafter.

Shelf Registration Statement. (ai) The Following the Closing Date, the Company agrees to shall as promptly as reasonably practicable, prepare, and not later than the eightieth (80th) calendar day following the Closing Date (the “Filing Deadline”), file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under relating to the offer and sale of the Registrable Securities Act or another appropriate form selected by the Company permitting registration Investors from time to time in accordance with the methods of distribution elected by such Transfer Restricted Securities for resale by the Holders Investors and set forth in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any such Shelf Registration Statement. The Company Statement and, thereafter, shall use its reasonable best efforts to cause each such Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is reasonably practicable after the filing thereof, but in no event later than the one hundred and tenth (110th) calendar day following the filing thereof and Filing Deadline (the “Effectiveness Deadline”). (ii) So long as there continue to be Registrable Securities, the Company shall use commercially reasonable efforts to keep each the Shelf Registration Statement continuously effective under in order to permit the Prospectus forming a part thereof to be lawfully delivered by the Investors. Notwithstanding the foregoing, there may be periods of time in which the use of the Shelf Registration Statement may be restricted due to applicable law, including the Securities Act. Upon the occurrence of any such restriction, the Company shall give notice to the Investors of such restriction (using the electronic notice information provided pursuant to this Agreement), and the Investors shall not utilize the Shelf Registration Statement until notified by the Company that its use is again permitted. (iii) Notwithstanding any provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the date on which the SEC declares the Shelf Registration Statement effective, (A) to comply in all material respects with the applicable requirements of the Securities Act for two years after and the latest date of original issuance of any rules and regulations of the Notes SEC and (subject B) not to extension pursuant contain any untrue statement of a material fact or omit to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease state a material fact required to be any Transfer Restricted Securities outstandingstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Shelf Registration Statement. (a) The Company agrees Company: (A) shall cause to file be filed with the SEC SEC, on or prior before September 30, 2003, a shelf registration statement (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, relating solely to the Filing Date a offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement for an offering to be made on a continuous basis pursuant to and Rule 415 covering all of under the Transfer Restricted Securities or separate Act; and (B) shall use its best efforts to have such Shelf Registration Statements for an offering declared effective by the SEC as soon as practicable thereafter; provided, however, that no Holder (other than the Initial Holder) shall be entitled to be made on a continuous basis pursuant to Rule 415 covering all of have the Notes constituting Transfer Restricted Registrable Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (held by it covered by such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of unless such Transfer Restricted Securities for resale by the Holders Holder agrees in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities writing to be included in any Shelf Registration Statement. bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act for two years after the latest date (or any successor provision having similar effect) without any volume, manner of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period")sale or other restrictions, or such shorter period ending when there cease that will terminate on the date on which all of the Registrable Securities have been sold pursuant to an effective registration statement (in any such case, such period being called the "SHELF REGISTRATION PERIOD"); provided, however, that prior to the termination of such Shelf Registration Period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any Transfer Restricted action that would result in Holders of the Registrable Securities outstandingcovered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). ) Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount interest of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings)sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to use all reasonable efforts to keep each such Shelf Registration Statement continuously effective under the Securities Act Act, subject to Section 2(d) hereof, for two years after the latest date of original issuance of any on which all of the Notes Transfer Restricted Securities are sold (subject to extension including those sold pursuant to Sections 2(dthe option granted to the Initial Purchasers in the Purchase Agreement) hereof) to the Initial Purchasers (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees Company: (A) shall cause to file be filed with the SEC SEC, on or prior before December 31, 2001, a shelf registration statement (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, relating solely to the Filing Date a offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement for an offering to be made on a continuous basis pursuant to and Rule 415 covering all of under the Transfer Restricted Securities or separate Act; and (B) shall use its best efforts to have such Shelf Registration Statements for an offering declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; PROVIDED, HOWEVER, that no Holder (other than the Initial Holder) shall be entitled to be made on a continuous basis pursuant to Rule 415 covering all of have the Notes constituting Transfer Restricted Registrable Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (held by it covered by such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of unless such Transfer Restricted Securities for resale by the Holders Holder agrees in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities writing to be included in any Shelf Registration Statement. bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act for two years after (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the latest date on which no Holder owns any Registrable Securities (in any such case, such period being called the "SHELF REGISTRATION PERIOD"); PROVIDED, HOWEVER, that prior to the termination of original issuance such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of any Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Notes Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to extension pursuant to Sections 2(d) hereof) the approval of such Majority Holders (the "Effectiveness Period"), or such shorter period ending when there cease approval not to be any Transfer Restricted Securities outstandingunreasonably withheld).

Shelf Registration Statement. As soon as reasonably practicable within 60 days after the Effective Date, but in any event no later than 90 days following the Effective Date, the Company shall (a) The Company agrees to file with the SEC Commission a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act on Form S-3 (or prior to the Filing Date any successor form or similar short-form registration involving a Registration Statement similar amount of disclosure constituting a “shelf” registration statement for an a public offering to be made on a delayed or continuous basis pursuant to Rule 415 covering under the Securities Act) (“Form S-3”) that covers all of Registrable Securities then held by the Transfer Restricted Securities or separate Registration Statements Holders for an a public offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (or another appropriate form selected any successor rule thereto) and (b) use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Company permitting registration of such Transfer Restricted Securities for resale by Commission within 180 days after the Holders in Effective Date; provided, however, that the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities be obligated to be included in any effect a Shelf Registration StatementStatement pursuant to this subsection 2.1.1 if a Form S-3 is not available for such offering. The Company shall use its best efforts to cause each prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement and the Prospectus used in connection therewith (the “Shelf Prospectus”) as may be necessary to be declared keep such Shelf Registration Statement effective pursuant and to comply with the provisions of the Securities Act as promptly as is practicable following with respect to the filing thereof and disposition of all Registrable Securities subject thereto for a period ending on the earliest to keep each occur of (i) 36 months after the effective date of such Shelf Registration Statement, (ii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement continuously effective or (iii) the date when all Registrable Securities covered by the Shelf Registration Statement first become eligible for sale pursuant to Rule 144 under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), without volume limitation or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingother restrictions on transfer thereunder.

Shelf Registration Statement. (a) The Company agrees to file with the SEC represents that it filed on or prior to the Filing Date January 13, 2015 a Registration Statement for an offering to be made shelf registration statement on Form F-3 (a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement") (which is an Automatic Shelf Registration Statement), registering the resale by the holders of Registrable Securities (the "Securityholders"), including the IFC Parties, of all issued and outstanding Registrable Securities, including in the form of ADRs, with the SEC, in accordance with and pursuant to Rule 415 promulgated under the Securities Act. Each The Company acknowledges that prior to the Effective Date, each Securityholder has furnished to the Company in writing such information with respect to such Securityholder as has been reasonably requested by the Company for the purpose of including such Securityholder's Registrable Securities in the Prospectus that forms part of the Shelf Registration Statement (the "Selling Holder Information"). The Company represents that it has included in the Prospectus that forms part of the Shelf Registration Statement the Selling Holder Information received, to the extent necessary and in a manner so that, upon filing of a Prospectus Supplement as provided below, or promptly thereafter, each such Securityholder shall be on Form S-3 named, to the extent required by the rules promulgated under the Securities Act or another appropriate form selected by the SEC, as a selling Securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus to purchasers of the Registrable Securities in accordance with Applicable Law. If any Registrable Securities remain issued and outstanding after three years following the initial effective date of a Shelf Registration Statement (the "Initial Shelf Effective Date"), the Company permitting registration shall file prior to the expiration of such Transfer Restricted three year period a new Shelf Registration Statement covering all Registrable Securities for resale by the Holders that remain issued and outstanding, including in the manner or manners reasonably designated by Holders form of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingADRs, without limitationand, up unless such new Shelf Registration Statement is an Automatic Shelf Registration Statement, shall thereafter use its commercially reasonable efforts to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities cause to be included in any declared effective as promptly as practicable such new Shelf Registration Statement. The Company shall use its best commercially reasonable efforts to cause each Shelf Registration Statement to be declared remain effective pursuant to until the Securities Act as promptly as is practicable following earlier of (i) the filing thereof and to keep each date that a subsequent Shelf Registration Statement continuously effective under becomes effective, and (ii) the date that no Registrable Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities are issued and outstanding.

Shelf Registration Statement. (a) The Company hereby covenants and ---------------------------- agrees that if the price at which the Company's Common Stock is offered and sold to the public pursuant to the Initial Registration is less than nine dollars ($9.00) per share (as adjusted for recapitalizations, stock splits and the like), during the period beginning six (6) months after the Initial Registration and ending eleven (11) months after the Initial Registration, upon the written request (the "Shelf Registration Request") of holders of a majority of Registrable Securities issued upon conversion of the Shares purchased pursuant to the Amended Series D Agreement (the "Shelf Registrable Securities"), the Company will use its commercially reasonable efforts to file with the SEC on or prior to the Filing Date Commission, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 Form S-1 registration statement covering all resales of the Transfer Restricted Shelf Registrable Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively which registration has been requested (such Registration Statement or Statements, collectively, the "Shelf Registration StatementRegistration"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall and use its best commercially reasonable efforts to cause each Shelf Registration Statement such registration statement to be declared become effective, and keep such registration statement effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) a period (the "Effectiveness Period") through the first anniversary of the closing under the Amended Series D Agreement or until the distribution contemplated by the registration statement has been completed. In the event that, in the judgment of the Company, it is advisable to suspend use of the prospectus relating to such registration statement for a discrete period of time (a "Deferral Period") due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes public disclosure will be prejudicial to the Company, the Company shall deliver a certified resolution of the Board of Directors of the Company, signed by a duly authorized officer of the Company, to each holder of Shelf Registrable Securities, to the effect of the foregoing and, upon receipt of such certificate, such holders agree not to dispose of such Registrable Securities covered by such registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act); provided, or however, that such shorter Deferral Period shall be no longer than sixty (60) days. Upon receipt of the Shelf Registration Request, the Company will notify all other holders of Shelf Registrable Securities of the Company's intent to register shares pursuant to this Section 2.6. Such holders of Shelf Registrable Securities shall have a period ending when there cease of fifteen (15) days following the mailing of such notice, in which to notify the Company in writing of the amount of Shelf Registrable Securities, if any, that such holders wish to be any Transfer Restricted Securities outstandinginclude in the Shelf Registration. Subject to the provisions of this Section 2.6, the procedures set forth in Section 1.7 shall be applicable to registrations effected pursuant to this Section 2.6.

Shelf Registration Statement. (a) The Company 6.13.1 Subject to the terms and conditions of this Section 6.13, Parent hereby agrees to prepare and file with the SEC on or prior to a registration statement (the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to "SHELF REGISTRATION STATEMENT") under Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (or another appropriate any successor rule relating to continuous offerings by security holders), with respect to the resale of the shares of Parent Stock issued pursuant to the Merger (the "REGISTRABLE SHARES"), provided that at the time of the filing of the Shelf Registration Statement (i) Parent shall be eligible to use Form S-3 (or any successor short-form selected registration statement available for such resale that permits incorporation by reference at least to the Company permitting registration same extent as Form S-3) with respect to the disposition of such Transfer Restricted Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of and (ii) Parent shall have received a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities consent from each independent accountant whose audit report is required to be included or incorporated by reference in any the Shelf Registration Statement. The Company Parent shall use its best commercially reasonable efforts to obtain any such consent. 6.13.2 Parent shall use commercially reasonable efforts to (i) cause each the Shelf Registration Statement to become effective on the same date on which Parent shall file the Company Audited Financial Statements with the SEC on Form 8-K, and (ii) maintain the effectiveness of the Shelf Registration Statement until the close of business on the first anniversary of the termination of the Stock Election Period; provided, however, that Parent's obligations under this Section 6.13.2 shall be declared effective suspended during any period (A) when Parent shall conclude in its sole discretion exercised in good faith, after consultation with its legal counsel, that it is advisable to suspend use of any prospectus as a result of pending corporate developments, the disclosure requirements of the securities laws or other events deemed material by Parent or (B) when the filing or effectiveness of the Shelf Registration Statement could, in the good faith opinion of Parent, after consultation with its financial advisors, impair Parent's ability to pursue a material financing, acquisition or other transaction. Parent shall prepare and file with the SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary in its opinion to comply with its obligations under this Section 6.13.2. 6.13.3 If Parent's obligations under Section 6.13.2 are suspended for any reason, Parent shall promptly provide each Company Preferred Stockholder then holding Registrable Shares with notice (which may provided in writing, orally or electronically) of both the commencement and termination of the period of suspension. After receipt of such notice, no Company Preferred Stockholder shall offer, sell, pledge, hypothecate, transfer, distribute or otherwise dispose of, in reliance on the Shelf Registration Statement, any Registrable Securities during any period in which Parent's obligations under Section 6.13.2 are suspended. 6.13.4 It shall be a condition to Parent's obligations to any Company Preferred Stockholder under this Section 6.13 that such Company Preferred Stockholder (i) shall have promptly taken all such actions as Parent shall reasonably request in connection with the Shelf Registration Statement and (ii) shall have provided promptly (and in any event within seven business days) such information and other materials as Parent or its counsel shall request in connection with the Shelf Registration Statement. Each Company Preferred Stockholder represents, warrants and agrees that all such information provided by such Company Preferred Stockholder or on behalf of such Company Preferred Stockholder shall be true, complete and correct. If any information provided by a Company Preferred Stockholder shall cease to be true, complete and correct, such Company Preferred Stockholder shall promptly provide the true, complete and correct information to Parent. Each Company Preferred Stockholder shall provide Parent with a valid e-mail address which Parent may use for communications regarding the Shelf Registration Statement. Such Company Preferred Stockholder shall comply with the Securities Act and any other Legal Requirements applicable to any disposition of Registrable Securities pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective Statement. Such Company Preferred Stockholder shall pay all expenses incurred by such Company Preferred Stockholder in connection with the disposition of such Company Preferred Stockholder's Registrable Securities, including any broker's fees or commissions, selling expenses, messenger and delivery expenses, and fees and expenses of any counsel retained by such Company Preferred Stockholder (it being understood that no Company Preferred Stockholder shall be required to pay any expenses incurred by Parent in connection with the preparation, filing and maintenance of the Shelf Registration Statement). All of Parent's obligations to Company Preferred Stockholder under this Section 6.13 shall terminate on the date on which all of such Company Preferred Stockholder's Registrable Securities may be sold at one time under Rule 144 under the Securities Act for two years after the latest date of original issuance of any Act. Parent's obligations under this Section 6.13 may be waived by either Company Preferred Stockholders who initially held a majority of the Notes (subject to extension pursuant to Sections 2(d) hereof) (Registrable Securities or Company Preferred Stockholders who at the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted time of the waiver hold a majority of the Registrable Securities outstandingthen eligible for sale under the Shelf Registration Statement.

Shelf Registration Statement. (a) The Company agrees to will use its best ---------------------------- efforts to: (A) file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"), within 90 days of ---------------------------- the earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if -------- ------- the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. Each If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form S-3 under the Securities Act S-1 or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any the Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to keep the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under effective, supplemented and amended to ensure that it is available for resales of Notes by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to conform with the requirements of this Agreement, the Securities Act for two years after and the latest date of original issuance of any policies, rules and regulations of the Notes (SEC, as announced from time to time, until the second anniversary of the Issue Date, subject to extension pursuant to Sections 2(d) hereof) the last paragraph of Section 5 hereof (the "Effectiveness ------------- Period"), or such shorter period ending when there cease to be any all Transfer Restricted Securities outstanding------ covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the Securities Act without volume restrictions, if any.

Shelf Registration Statement. (a) The Company Company, at its expense, agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Registrable Securities, respectively (each such Registration Statement or Statements, collectively, filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount interest of Transfer Restricted Registrable Securities being sold (including, without limitation, up to three underwritten offerings)sold. The Company shall not permit any securities other than the Transfer Restricted Registrable Securities to be included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof thereof, but in any event not later than the Effectiveness Target Date after the Closing Date, and to keep each Shelf Registration Statement continuously effective under the Securities Act for until the earlier of (i) the date that is two years after the latest date of original issuance of any on which all of the Notes are sold by the Company (subject to extension including those sold pursuant to Sections 2(dthe option granted to the Initial Purchasers in the Purchase Agreement) hereof) to the Initial Purchasers (the "Effectiveness Period"), (ii) the date when the Holders of Registrable Securities are able to sell all such securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act or such shorter period ending when there cease any successor rule thereto or otherwise, or (iii) the sale pursuant to be any Transfer Restricted Securities outstandingShelf Registration of all securities registered thereunder.

Shelf Registration Statement. (a) The Upon written request of the Holder (such written request to be made no later than 3 months prior to the Scheduled Effectiveness Target Date if and to the extent the Holder desires to sell such Holder's Compensation Securities on or shortly after the Scheduled Effectiveness Target Date) the Company agrees to file with the SEC on or prior to the Filing Date (i) a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Compensation Securities or (ii) separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Compensation Exchange Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively Compensation Securities (such Registration Statement or Statements, collectively, Statements are collectively referred to herein as the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another other appropriate form selected by form, such as Form S-1 or Form S-2, that is available to the Company permitting registration of such Transfer Restricted Compensation Securities for resale by the Holders Holder in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold such Holder (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Compensation Securities to be included in any Shelf Registration Statement. The Company shall use its best reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Compensation Exchange Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Compensation Securities outstanding.

Shelf Registration Statement. Not later than thirty (a30) The days after the Closing Date (such 30th day, the “Required Filing Date”), the Company agrees to shall file with the SEC a registration statement on Form S-1 (or prior any successor form thereto), subject to Section 3.5, with respect to the Filing Date a Registration Statement for an offering resale, from time to be made time, on a continuous basis pursuant to Rule 415 covering of the Securities Act of all of the Transfer Restricted Registrable Securities held by the Holders. The Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex A. The disposition of Registrable Securities from the Registration Statement may occur, at any time, in one or separate Registration Statements for an offering to more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be made on a continuous basis pursuant to Rule 415 covering specified in the Plan of Distribution or by the applicable Holders. Notwithstanding the registration obligations set forth in this Section 3.1, in the event the SEC informs the Company that all of the Notes constituting Transfer Restricted Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the SEC and/or (ii) withdraw the initial Registration Statement and file a new Registration Statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC as a secondary offering on a single registration statement; provided, however, that prior to filing such amendment or new Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Event Payments in Section 3.3, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock constituting Transfer Restricted permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), respectively (the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement or Statements, collectivelywill be reduced as follows: first, the "Shelf Registration Statement"). Each Shelf Registration Statement Company shall reduce or eliminate the shares of Common Stock to be on Form S-3 under the Securities Act or another appropriate form selected included by any Person other than a Holder; second, the Company permitting registration shall reduce or eliminate any shares of such Transfer Restricted Securities for resale Common Stock to be included by any Affiliate of the Holders in Company; and third, the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than reduce the Transfer Restricted number of Registrable Securities to be included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. In the event the Company amends the initial Registration Statement or files a new Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in any Shelf general, one or more Registration Statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Registration Statement, as amended, or the new Registration Statement. The Company No Holder shall use its best efforts to cause each Shelf be named as an “underwriter” in any Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or without such shorter period ending when there cease to be any Transfer Restricted Securities outstandingHolder’s prior written consent.

Shelf Registration Statement. (a) The Company agrees to shall prepare and file a "shelf" registration statement (the "SHELF REGISTRATION STATEMENT") with the SEC on or prior respect to the Filing Date a Registration Statement Registrable Securities covering the issuance, as applicable, and resale thereof by the Pledgee on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 covering all (the "SHELF REGISTRATION") within 15 Business Days of the Transfer Restricted Securities or separate Registration Statements for an offering to a written request by Pledgee, which request may be made on a continuous basis pursuant to Rule 415 covering all by Pledgee only following the occurrence of the Notes constituting Transfer Restricted Securities and all an Event of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings)Default. The Company shall not permit any securities other than use its best efforts to cause the Transfer Restricted Securities Shelf Registration Statement to be included in any declared effective within 60 days of the filing of the Shelf Registration Statement. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective until the earliest of (A) the termination of this Agreement pursuant to Section 5.11 and (B) the date on which the Registrable Securities may be sold without volume restrictions in accordance with Rule 144. Notwithstanding the foregoing, the Company shall not be obligated to effect a Shelf Registration pursuant to this Section 3.01 unless the Company is then eligible to use Form S-3 or other short form registration statement under the Securities Act. The Company shall use its reasonable best efforts to be eligible to use Form S-3 or other short form registration statement under the Securities Act. In the event that the Company is not obligated to effect a Shelf Registration under this Section 3.01, within 15 Business Days of a written request by Pledgee that the Company effect a registration of Registrable Securities (a "DEMAND REGISTRATION"), which request may be made by Pledgee only (x) following the occurrence of an Event of Default and (y) once in each twelve-month period, the Company shall be obligated to prepare, file and cause each Shelf to become effective a registration statement on Form S-1 or other appropriate form (a "DEMAND REGISTRATION STATEMENT"). The Company shall use its best efforts to cause the Demand Registration Statement to be declared effective within 60 days of the filing of the Demand Registration Statement. The Company shall use its best efforts to keep such Demand Registration Statement effective for 90 days or until 75% of the Registrable Securities included therein have been sold, if earlier. Pledgee shall have priority over all other persons (including the Company) with respect to shares of Company Common Stock to be registered pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under or the Demand Registration Statement, and neither the Company nor any person with piggy-back registration rights may register any shares with respect to a Shelf Registration Statement or a Demand Registration Statement unless all Registrable Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease proposed to be any Transfer Restricted Securities outstandingregistered by the Pledgee in connection therewith shall be included in such registration.

Shelf Registration Statement. (a) The Company agrees shall, at its expense, use its reasonable efforts to prepare and file with the SEC on or prior to within six months following the Filing Closing Date as promptly as practicable after the Amendment Effective Time (but no later than June 15, 2018) a Shelf Registration Statement for an offering with respect to be made resales by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 covering all (or any similar provisions in force) of shares of Common Stock issuable upon mandatory conversion(x) issuable upon the Mandatory Conversion of shares of Convertible Preferred Stock, (y) issuable as Regular Dividends (whether on a Regular Dividend Payment Date or on a Mandatory Conversion Date) and (z) issuable as a Special Distribution that are Transfer Restricted Securities or separate Registration Statements for an offering by each Holder from time to be made time on a delayed or continuous basis pursuant to Rule 415 covering all (or any similar provisions then in force). (b) The Company shall, at its expense, use its reasonable efforts to prepare and file with the SEC within one year following the Closing Date as promptly as practicable after the Amendment Effective Time (but no later than June 15, 2018) a Shelf Registration Statement with respect to resales of the Notes constituting shares of Convertible Preferred Stock that are Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (such Registration Statement or Statements, collectivelyany similar provisions then in force). If eligible, the "Shelf Registration Statement"). Each Company may satisfy the requirement to file a Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected pursuant to this Section 2(b) by the Company permitting registration of such Transfer Restricted Securities registering for resale by the Holders in Convertible Preferred Stock on the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities Shelf Registration Statement required to be included in any Shelf Registration Statement. filed under Section 2(a) above. (c) The Company shall use its best reasonable efforts to cause each Shelf Registration Statement described in 2(a) and 2(b) above to be declared effective under the Securities Act. (d) The Company shall use its reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (e) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable following practicable. Notwithstanding the filing thereof and foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (i) The Company shall use its reasonable efforts, subject to Section 2(f)(ii), to keep each the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Sections 2(d) and 2(e), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Company will (x) subject to Sections 2(d) and 2(e), use its reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act for two years after and (z) comply in all material respects with the latest date provisions of original issuance the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of the Notes (subject its subsidiaries to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period")effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such shorter period ending when there cease use, and prior to be suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities outstandingpursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the fact of the suspension), except as required by applicable law. (g) Notwithstanding anything herein to the contrary, the Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or oral guidance, comments, requirements or requests of the SEC staff and (ii) the Securities Act, would be deemed to constitute a primary offering of securities by it. (h) Notwithstanding anything herein to the contrary, the Company’s obligations to file and maintain a Shelf Registration Statement hereunder shall cease upon the date that (i) no Transfer Restricted Securities remain outstanding or (ii) the Company is no longer eligible to file and maintain a Shelf Registration Statement.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount interest of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings)sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any on which all of the Notes are sold by the Company (subject to extension including those sold pursuant to Sections 2(dthe option granted to the Initial Purchasers in the Purchase Agreement) hereof) to the Initial Purchasers (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on On or prior to the Filing Initial Date (as defined below), Ultra shall file a Registration Statement for an offering to be made a Shelf Registration on Form S-1 covering the resale of all Registrable Securities on a delayed or continuous basis pursuant to Rule 415 covering all of (the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"“Form S-1 Shelf”). Each Shelf Registration Statement shall be on In the event that Ultra becomes eligible to use Form S-3 under the Securities Act or another appropriate form selected by after twelve (12) calendar months following the Company permitting registration of such Transfer Restricted Securities for resale by Closing Date, Ultra shall use its commercially reasonable efforts to convert the Holders in Form S-1 Shelf to a Shelf Registration on Form S-3 (a “Form S-3 Shelf” and together with the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingForm S-1 Shelf, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any “Shelf Registration Statement”) or, if such conversion is not permitted, shall file a new Registration Statement that is a Form S-3 Shelf. The Company Subject to the terms of this Agreement, including any applicable Blackout Period, Ultra shall respond to any comments from the SEC as promptly as practicable and use its best commercially reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is practicable following after the filing thereof and shall use its commercially reasonable efforts to keep each such Shelf Registration Statement continuously effective under the Securities Act for two years after until the latest date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities (the period during which Ultra shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 2.1 the “Shelf Period”). Ultra shall notify the holders of original issuance of any Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the Notes (subject effectiveness of a Form S-1 Shelf promptly once Ultra confirms effectiveness with the SEC. Ultra shall file a final Prospectus with the SEC to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or extent required by Rule 424. The “Plan of Distribution” section of such shorter period ending when there cease Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities requested in writing to be any Transfer Restricted Securities outstandingincluded therein by Sponsor including, without limitation, Underwritten Offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.

Shelf Registration Statement. (a) The Prior to the Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company agrees to file with the SEC (no later than five (5) Business Days following the later of (i) the date on or prior to which the Filing Date a Registration Statement for an offering on Form S-4, to be made on a continuous basis pursuant to Rule 415 covering all jointly prepared by Amneal and Impax and filed by the Company in accordance with Section 6.01 of the Transfer Restricted Securities or separate Transaction Agreement (the “Form S-4 Registration Statements Statement”), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for an offering to be made on a continuous basis pursuant to Rule 415 covering all of inclusion in the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf , to the extent such information was not previously included in the Form S-4 Registration Statement shall be Statement) a “shelf” registration statement on Form S-3 under S-1 with the Securities Act or another appropriate form selected by the Company permitting registration SEC with respect to resales of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities all Registrable Shares to be included held by Amneal Group following the Closing in accordance with Rule 415 (together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). The Company Prior to the Closing, Impax shall use its reasonable best efforts to cause each the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective pursuant to under the Securities Act as promptly as is practicable following reasonably possible after filing with the filing thereof SEC and to keep each (ii) maintain the effectiveness of (and availability for use of) such Shelf Registration Statement continuously on Form S-1 (including by, without limitation, filing any post-effective under amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 has been declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to the Shelf Registration Statement on Form S-1, covering all of the then Registrable Shares and will maintain the effectiveness of the Shelf Registration Statement on Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 415 of the Securities Act for two years after the latest date resale of original issuance Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the resale of any a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the Notes SEC. In such event, the number of Registrable Shares to be registered for each Amneal Group Member in such registration statement shall be reduced pro rata (subject to extension i) first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Table of Contents Transaction, in each case based on the proportion that the number of Registrable Shares held by such Amneal Group Member or shares held by such purchasers pursuant to Sections 2(d) hereof) (such registration statement bears to the "Effectiveness Period")total number of Registrable Shares or shares held by such purchasers, or such shorter period ending when there cease as applicable, to be any Transfer Restricted Securities outstandingregistered pursuant to such registration statement.

Shelf Registration Statement. As promptly as practicable after the date hereof, but in any event no later than forty-five (a45) The days following the approval of the Liberty Charter Amendments by the Company’s stockholders and the filing thereof with the Secretary of State of the State of Delaware, the Company agrees to shall prepare and file with the SEC a “shelf” registration statement on Form S-1 (or prior Form S-3 if the Company is eligible to use Form S-3 at such time) with respect to the Filing Date offer and resale of all Registrable Shares in accordance with Rule 415 (together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement for an offering on Form S-3, which may be in the form of a post-effective amendment to be made the Shelf Registration Statement on a continuous basis pursuant to Rule 415 Form S-1, covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all then Registrable Shares and will maintain the effectiveness of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Shelf Registration Statement on Form S-3 (or Statements, collectively, such comparable or successor form) then in effect until such time as there are no Registrable Shares. The Company will use its reasonable best efforts to (i) cause the "Shelf Registration Statement"). Each , when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is practicable following after such filing and (iv) maintain the filing thereof effectiveness of (and to keep each availability for use of) the Shelf Registration Statement continuously (including by filing any post-effective under amendments thereto or prospectus supplements in respect thereof) until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 2.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 2.1 due to limitations on the use of Rule 415 of the Securities Act for two years after the latest date resale of original issuance Registrable Shares by the Investors, such registration statement shall register the resale of any a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the Notes (subject SEC. In such event, the number of Registrable Shares to extension be registered for each Investor in such registration statement shall be reduced pro rata among all Investors, in each case based on the proportion that the number of Registrable Shares held by each Investor bears to the total number of Registrable Shares to be registered pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingregistration statement.

Shelf Registration Statement. (a) The Company Company, at its expense, agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities or separate Registration Statements for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Registrable Securities, respectively (each such Registration Statement or Statements, collectively, filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount interest of Transfer Restricted Registrable Securities being sold (including, without limitation, up to three underwritten offerings)sold. The Company shall not permit any securities other than the Transfer Restricted Registrable Securities to be included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof thereof, but in any event not later than the Effectiveness Target Date after the Closing Date, and to keep each Shelf Registration Statement continuously effective under the Securities Act for until the earlier of (i) the date that is two years after the latest date of original issuance of any on which all of the Notes are sold by the Company (subject to extension including those sold pursuant to Sections 2(dthe option granted to the Initial Purchasers in the Purchase Agreement) hereof) to the Initial Purchasers (the "Effectiveness Period"), (ii) the date when the Holders of Registrable Securities are able to sell all such securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act or such shorter period ending when there cease any successor rule thereto or otherwise, or (iii) the sale pursuant to be any Transfer Restricted Securities outstandingShelf Registration of all securities registered thereunder.

Shelf Registration Statement. If (ai) The Company agrees the Issuers determine, upon advice of their outside counsel, that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or prior to the date specified therefor in Section 2(a), (iii) an Initial Purchaser notifies the Issuers that Securities held by it are not eligible to be exchanged for Exchange Securities in the Exchange Offer, or (iv) any Holder notifies the Issuers that it is prohibited by law or the applicable interpretations of the Staff from participating in the Exchange Offer or may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a Prospectus and the Prospectus included in the Exchange Offer Registration Statement is not appropriate or available for such resales, then the Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the case may be, a Shelf Registration Statement providing for the resale of all the Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC. If the Issuers and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 2(b), the Issuers and the Guarantors shall use their respective commercially reasonable efforts to file the Shelf Registration Statement with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities 60th day after such filing obligation arises and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as by the SEC on or prior to the 120th day after the date on which the Shelf Registration Statement is practicable following filed. The Issuers and the filing thereof and Guarantors agree to use their respective commercially reasonable efforts to keep each the Shelf Registration Statement continuously effective until the earliest of (i) the time the Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the Securities Act for without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (ii) two years after from the latest Closing Date and (iii) the date on which all Securities registered thereunder have been disposed of original issuance in accordance therewith (the “Shelf Effectiveness Period”). The Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of any Transferred Securities covered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, unless (i) such action is required by applicable law, (ii) the Issuers and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Notes (subject to extension pursuant to Sections 2(d) hereof) (Issuers’ and the "Effectiveness Period"Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers and the Guarantors promptly thereafter comply with the requirements of Section 3(i), if applicable. The Issuers and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such shorter period ending when there cease to be Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of Transfer Restricted Securities outstandingwith respect to information relating to such Holder, and to use their respective commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuers and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being filed with (in the case of a supplement) or declared effective by (in the case of an amendment) the SEC. Each Holder participating in such Shelf Registration Statement shall notify the Issuers promptly of any sale of Securities by it. In the event that any Initial Purchaser determines that it is not eligible to participate in the Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, upon the effectiveness of the Shelf Registration Statement as contemplated by Section 2(b) and at the request of such Initial Purchaser, the Issuers shall issue and deliver to the party purchasing Securities registered under the Shelf Registration Statement from that Initial Purchaser, upon the sale of such Securities, a like aggregate principal amount of Unrestricted Securities. The Issuers shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Unrestricted Securities as for Exchange Securities issued pursuant to the Exchange Offer.

Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company shall: (ai) The use its best reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Shares being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company agrees pursuant to Section 3(b)), and pursuant thereto the Company will prepare and file with the SEC on or prior to the Filing Date a Shelf Registration Statement on any appropriate form under the Securities Act, which form shall be available for an offering to be made on a continuous basis pursuant to Rule 415 covering all the sale of the Transfer Restricted Securities Shares in accordance with the intended method or separate methods of distribution thereof within the time periods and otherwise in accordance with the provisions of this Agreement; (ii) use its best reasonable efforts to keep the Shelf Registration Statements Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 of this Agreement; and upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain an offering untrue statement of a material fact or omit to state any material fact necessary to make the statement therein not misleading or (B) not to be made on a continuous basis effective and usable for resale of Transfer Restricted Shares during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement curing such defect, and, if the SEC review is required, use its best reasonable efforts to cause such amendment to be declared effective as soon as practicable; (iii) prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the applicable period set forth in Section 3, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 415 covering all 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Notes constituting Transfer Restricted Securities and Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the Common Stock constituting Transfer Restricted Securities, respectively (such sellers thereof set forth in the Shelf Registration Statement or Statementssupplement to the Prospectus; (iv) advise each Holder promptly and, collectivelyif requested by such Holder, confirm such advice in writing, (A) when the "Shelf Registration Statement"). Each Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement shall be on Form S-3 or any post-effective amendment thereto, when the same has become effective, (B) of any request by the SEC for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or another appropriate form selected of the suspension by any state securities commission of the qualification of the Transfer Restricted Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that the Company determines in its good faith judgment that the disclosure of such fact or happening or event at such time would have a material adverse effect on the business, financial condition, operations or prospects of the Company or the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed); and if at any time the SEC shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Shares under state securities or blue sky laws, the Company shall use its best reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (v) subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(a)(iv)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Shares, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) furnish to each Holder in connection with such sale, if any, before filing with the SEC, copies of the Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review and reasonable comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holder shall reasonably object within five Business Days after the receipt thereof; a Holder shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act; (vii) as soon as reasonably practicable prior to the filing of any document that is to be incorporated by reference into the Shelf Registration Statement or Prospectus, provide copies of such document to each Holder in connection with such sale, if any, make the Company’s representatives available for discussion of such document and other customary due diligence matters for a period of at least five Business Days, and, if appropriate, include such information in such document prior to the filing thereof as such Holder may reasonably request; (viii) make available at reasonable times for inspection by each Holder and any attorney or accountant retained by such Holder, all financial and other records, pertinent corporate documents of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with the Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company permitting registration in writing as confidential at the time of delivery of such Transfer Restricted Securities for resale information shall be kept confidential by such persons, unless (A) disclosure of such information on a non-confidential basis is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information on a non-confidential basis is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the Holders filing of the Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (D) such information becomes available to such person from a source other than the Company and its subsidiaries and such source is not known, after due inquiry, by such person to be bound by a confidentiality agreement; provided further, that the foregoing investigation shall be coordinated on behalf of such persons by one representative designated by and on behalf of such persons and any such confidential information shall be available from such representative to such persons so long as any person agrees to be bound by such confidentiality agreement; (ix) if requested by any Holder in connection with such sale, as soon as reasonably practicable include in the manner Shelf Registration Statement or manners Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holder may reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (request to have included therein, including, without limitation, up information relating to three underwritten offerings). The Company shall not permit any securities other than the “Plan of Distribution” of the Transfer Restricted Securities Shares; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be included in any such Prospectus supplement or post-effective amendment; (x) furnish to each Holder in connection with such sale, if any, without charge, at least one copy of the Shelf Registration Statement, as first filed with the SEC, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (xi) deliver to each Holder, without charge, such number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each Holder in connection with the offering and the sale of the Transfer Restricted Shares covered by the Prospectus or any amendment or supplement thereto; (xii) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Shares pursuant to the Shelf Registration Statement as may be reasonably requested by such Holder in connection with any sale or resale pursuant to any applicable Registration Statement. The In such connection, the Company shall shall: (1) upon the request of any Holder (or, in the case of paragraph (B) below, upon the request of the Holders of a majority of the Shares covered by the Shelf Registration Statement, provided that such request is made in writing prior to the date on which the Shelf Registration Statement is declared effective), furnish (or in the case of paragraph (B) below, use its best reasonable efforts to cause each to be furnished) to such Holder, upon the effectiveness of the Shelf Registration Statement: (A) a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Sections 2.6 and 6.5(a) of the Placement Agreement and such other similar matters as such Holder may reasonably request; (B) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of independent counsel to the Company, covering matters of the type customarily covered in opinions of issuer’s counsel requested in underwritten offerings, such as the effectiveness of the Shelf Registration Statement and such other matters as may be reasonably requested by such Holders; without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Shelf Registration Statement or the related Prospectus; and (2) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (1) above and with any customary conditions contained in any agreement entered into by the Company pursuant to this clause (xii); (xiii) prior to any public offering of Transfer Restricted Shares, take such action as is reasonably required under the securities or blue sky laws of such jurisdictions within the United States of America as the selling Holders may request to enable the disposition in such jurisdictions of the Transfer Restricted Shares covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where the Company is not now so qualified or to take any action that would subject the Company to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where the Company is not now so subject; (xiv) in connection with any sale of Transfer Restricted Shares that will result in such securities no longer being Transfer Restricted Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Shares to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Shares in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Shares; (xv) use its best reasonable efforts to cause the disposition of the Transfer Restricted Shares covered by the Shelf Registration Statement to be declared registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Shares, subject to the proviso contained in clause (xiii) above; (xvi) otherwise use its best reasonable efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders with regard to the Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the effective date of the Shelf Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Securities Act); (xvii) provide promptly to each Holder, upon request, each document filed with the SEC pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date requirements of original issuance of any Section 13 or Section 15(d) of the Notes Exchange Act; and (subject xviii) use its best reasonable efforts to extension pursuant to Sections 2(d) hereof) (cause the "Effectiveness Period"), or such shorter period ending when there cease Shares to be listed on any Transfer Restricted Securities outstandingsecurities exchange or automated quotation system on which similar securities issued by the Company are then listed, to the extent such Shares satisfies applicable listing requirements.

Shelf Registration Statement. (a) The Company agrees to file filed a registration statement on Form S-3 (File No. 333-265488) (the “Shelf Registration Statement”) with the SEC Commission on or prior to the Filing Date a Registration Statement June 8, 2022, providing for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders form of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings)an automatic shelf registration statement. The Company shall file with the Commission as soon as reasonably practicable a prospectus supplement to the Shelf Registration Statement registering the Registrable Securities. The Company’s obligations to register the Registrable Securities of any Applicable Shareholder shall be expressly conditioned upon the Company’s prior receipt of all information and materials regarding such Applicable Shareholder as specified in Section 6.1(f) and the taking of all action required to be taken by such Applicable Shareholder under this Agreement with respect thereto. (b) So long as any Registrable Securities remain outstanding, the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for the maximum period permitted by the SEC rules, and shall replace such Shelf Registration Statement at or before expiration with a successor Shelf Registration Statement, until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement. In furtherance thereof, the Company shall be liable for and promptly indemnify Amazon for all Losses (as defined below) incurred by Amazon or its Affiliates resulting from the inability to sell Registrable Securities due to the Shelf Registration Statement not permit being continuously effective because of the unavailability of audited or other required financial statements of the Company or any securities other than Person; provided, however, that this clause (b) shall not apply to the 2017 Warrant Shares. (c) The rights of each Applicable Shareholder under this Agreement may not be assigned by an Applicable Shareholder to any other Person unless such a transfer is (1) to a charitable organization, (2) from an Applicable Shareholder to its partners (whether general or limited), members, stockholders or subsidiaries, (3) to an affiliate (as defined in Rule 405 under the Securities Act), (4) in accordance with the transfer provisions set forth in Section 4.4 or (5) with the prior written consent of the Company. Prior to a permitted transfer of rights under this Agreement, the Applicable Shareholder must furnish the Company with written notice of the name and address of such transferee and the Registrable Securities with respect to which such registration rights are being assigned and a copy of a duly executed written instrument in form reasonably satisfactory to the Company by which such transferee assumes all of the obligations and liabilities of its transferor hereunder and agrees itself to be bound hereby. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Applicable Shareholders of Registrable Securities, to require such Applicable Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to the Applicable Shareholders of Registrable Securities included in the Shelf Registration Statement a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Upon such notice by the Company, each of the Applicable Shareholder covenants that it shall, subject to Applicable Law, keep the fact of any such notice strictly confidential, and promptly halt any offer, sale, trading or other Transfer Restricted by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Shelf Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Company any copies then in the Applicable Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (e) After the expiration of any Blackout Period and without any further request from an Applicable Shareholder, the Company, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time that a Shelf Registration Statement is effective, if any Applicable Shareholder delivers a notice to the Company stating that it intends to sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then, as soon as reasonably practical, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. Any time that a Shelf Offering involves a marketed underwritten Shelf Offering, the Company shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the Applicable Shareholders (such acceptance not to be unreasonably withheld, conditioned, or delayed). (g) An Applicable Shareholder of Registrable Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each the Shelf Registration Statement shall furnish to the Company such information regarding such Applicable Shareholder, the Registrable Securities held by such Applicable Shareholder and the offer and sale or other distribution proposed by such Applicable Shareholder as the Company may reasonably request and as shall be declared effective pursuant required in connection with any registration, qualification or compliance contemplated by this Agreement, under applicable legal requirements in order to permit the Company to comply with all applicable requirements of the Securities Act as promptly as is practicable following and the filing thereof and to keep each Shelf Registration Statement continuously effective Exchange Act in connection with the registration of all Registrable Securities of such Applicable Shareholder under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingAct.

Shelf Registration Statement. As soon as practicable but no later than fifteen (a15) The Business Days after the date hereof (the “Filing Date”), the Company agrees to shall prepare and file with (or confidentially submit to) the SEC on or Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date a and (y) the 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement for an offering will not be “reviewed” or will not be subject to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement")further review. Each Such Shelf Registration Statement shall be on Form S-3 under provide for the resale of the Registrable Securities Act included therein pursuant to any method or another appropriate form selected by the Company permitting registration combination of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingmethods legally available to, without limitationand requested by, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration StatementHolder named therein. The Company shall use its best commercially reasonable efforts to cause each maintain the Shelf Registration Statement to in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and necessary to keep each a Shelf Registration Statement continuously effective under effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If, at any time the Company shall have qualified for two years after the latest date use of original issuance a Form S-3 or any other form which permits incorporation of any of substantial information by reference to other documents filed by the Notes (subject to extension pursuant to Sections 2(d) hereof) (Company with the "Effectiveness Period")Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, or then the Company shall, as soon as reasonably practical, convert such shorter period ending when there cease to be any Transfer Restricted Securities outstandingoutstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of on which all the Notes are sold (including those sold pursuant to the over-allotment option granted to the Purchasers in the Purchase Agreement) to the Purchasers (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees to file with the SEC on or prior to as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount interest of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings)sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly soon as is reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any on which all of the Notes Transfer Restricted Securities are sold (subject to extension including those sold pursuant to Sections 2(dthe option granted to the Initial Purchasers in the Purchase Agreement) hereof) to the Initial Purchasers (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees In addition to file with Partners’ existing obligations under Section 2 of the SEC on or prior Agreement, Partners shall, subject to the Filing Date a terms and conditions of the New Registration Rights Agreement, file, have declared effective and maintain an additional Shelf Registration Statement with respect to that portion of the Registrable Securities consisting of Base Common Units and Converted Common Units issued or issuable upon conversion of Waiver Units (and each unit or other security issued in respect of any such Registrable Security because of or in connection with any dividend, distribution, split or purchase in any rights offering or in connection with any exchange for an offering or replacement of such Registrable Security or any combination of units, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to such Registrable Securities) providing for the resale of all such Registrable Securities, in each case substantially contemporaneously with, or during substantially the same periods as, as applicable, the times and periods the Shelf Registration Statement (as defined in the New Registration Rights Agreement) is required to be made on a continuous basis pursuant filed or declared effective and maintained, as applicable, upon the same terms and conditions and subject to Rule 415 covering all the same obligations hereunder with respect to such Shelf Registration Statement as set forth in Section 2(a) and Section 2(b) of the Transfer Restricted Securities or separate New Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Rights Agreement. The term “Shelf Registration Statement"). Each ,” as used in the Agreement, shall be deemed to include the Shelf Registration Statement shall referred to herein. To the extent permitted by Law, the obligations of Partners hereunder may be satisfied by including such Registrable Securities (i) on Form S-3 under the Securities Act or another appropriate form selected by Shelf Registration Statement initially filed pursuant to the Company permitting registration of such Transfer Restricted Securities for resale by Agreement (Reg. No. 333-150239), (ii) on the Holders Shelf Registration Statement (as defined in the manner New Registration Rights Agreement) required under Section 2 of the New Registration Rights Agreement, or manners reasonably designated by Holders of (iii) on a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any separate Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to For the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any purposes of the Notes Demand Registration rights provided for under Section 3 of the Agreement, (subject i) the Effectiveness Target Date as defined therein shall also be deemed to extension pursuant to Sections 2(dinclude the Effectiveness Target Date as defined in the New Registration Rights Agreement and (ii) hereofSection 2(A) (shall be deemed an obligation under Section 2 of the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingAgreement.

Shelf Registration Statement. (a) The Company agrees Holder hereby requests that General Motors, and General Motors shall, subject to Section 2.8 hereof, use commercially reasonable efforts to prepare and file with the SEC on or prior to the Filing Date and have declared effective as promptly as practicable a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively registration statement (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be ) on Form S-3 under the Securities Act or another appropriate form selected relating to the offer and sale by the Company permitting registration Holder at any time and from time to time on a delayed or continuous basis in accordance with Rule 415, through such method or methods of such Transfer Restricted Securities for resale by distribution as the Holders Holder shall select, and in accordance with this Agreement, but only after August 19, 2000, of all of the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingRegistrable Securities, without limitationand, up subject to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company Sections 2.8 and 3.2, General Motors shall use its best commercially reasonable efforts to cause each keep the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after so long as permitted by Rule 415 or, if earlier, until the latest date of original issuance of any earlier of the Notes (time when no Holder owns any Registrable Securities or the second anniversary of the date hereof. In the event the Shelf Registration Statement cannot be kept effective for such period, General Motors shall, subject to extension Sections 2.8 and 3.2 hereof, use commercially reasonable efforts to prepare and file with the SEC and have declared effective as promptly as practicable another registration statement on the same terms and conditions as the initial Shelf Registration Statement and such registration statement shall be considered the Shelf Registration Statement for purposes hereof. General Motors shall supplement and amend the Shelf Registration Statement to include therein any securities other than the Shares that become Registrable Securities or to reflect changes in the manner of distribution reasonably requested by the Holder. It is understood and agreed that General Motors may also register for public offering and sale pursuant to Sections 2(d) hereof) the Shelf Registration Statement, initially or by amendment, securities other than Registrable Securities, but in doing so shall not limit or expand any Holder's rights hereunder (including any limitation arising by application of applicable rules under the "Effectiveness Period"Securities Act with respect to Registrable Securities sold pursuant to such Shelf Registration Statement by any Person other than a Holder), or such shorter period ending when there cease to be any Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company agrees to shall prepare and file with the SEC on or prior Commission a shelf registration statement (as amended and supplemented from time to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectivelytime, the "Shelf Registration StatementSHELF REGISTRATION STATEMENT"). Each Shelf Registration Statement shall be on Form S-3 ) relating to the resale of the Registrable Securities (and which may also include certain warrants to purchase the Company's Common Shares in accordance with Rule 415 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall Act) and will use its best efforts (i) to cause each such Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following practicable, but in any event within 90 days of the filing thereof date hereof and (ii) to keep each such Shelf Registration Statement continuously effective under and in compliance with the Securities Act and usable for two years after resale of the latest Registrable Securities (including, without limitation, the filing of any amendments or supplements to such Shelf Registration Statement or the prospectus or any prospectus supplements forming a part thereof), from the date on which the Commission declares effective the Shelf Registration Statement until the first anniversary of original issuance the date hereof. The prospectus forming a part of the Shelf Registration Statement shall include, in addition to the other items required therein, a "Plan of Distribution" section providing for, among other things, one or more sales of Registrable Securities by the Holders, from time to time, (x) in market transactions or in privately negotiated transactions or (y) as contemplated by Section 2.1(b) below, pursuant to an underwritten offering to be described in a prospectus supplement to such prospectus. The Stockholder will use reasonable efforts to notify the Company of the sale of the last of the Registrable Securities; PROVIDED, that the failure of the Stockholder to so notify the Company in accordance with this sentence will not constitute a breach of any of the Notes terms of this Agreement. (subject to extension b) If the Stockholder so elects, the offering of Registrable Securities pursuant to Sections 2(d) hereof) (the "Effectiveness Period")Shelf Registration Statement may be in the form of an underwritten offering. In such case, or the Stockholder shall select the book-running and other managing underwriters in connection with such shorter period ending when there cease underwritten offering and any additional investment bankers and managers, if any, to be any Transfer Restricted Securities outstandingused in connection with the offering, in each case which are reasonably satisfactory to the Company; PROVIDED, that Goldman Sachs, if chosen by the Stockholder, shall be reasonably satisfxxxxxx to the Company.

Shelf Registration Statement. (a) The Company agrees to Partnership and the Guarantors shall file with the SEC on or prior to the Filing Date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of the Transfer Restricted Registrable Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes constituting Transfer Restricted Securities and (iii) all of the Common Stock constituting Transfer Restricted Securities, respectively Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (such Registration Statement or Statements, collectively, the "“Shelf Registration Statement"”). Each The Partnership and the Guarantors shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three but not including any underwritten offerings). The Company Partnership and the Guarantors shall not permit any securities other than the Transfer Restricted Registrable Securities to be included in any the Shelf Registration Statement. The Company Partnership and the Guarantors shall use its best their respective reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as on or prior to the date that is practicable following 180 days after delivery of the filing thereof Shelf Notice and to keep each the Shelf Registration Statement continuously effective under the Securities Act for until the date that is two years after from the latest date of original issuance of any of the Notes Closing Date (subject to extension or such shorter restrictive period as may be required pursuant to Sections 2(dRule 144(k)) hereof) (the "Effectiveness Period"), or such shorter period ending when there all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be any Transfer Restricted outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities outstandingAct and as otherwise provided herein.

Shelf Registration Statement. (a) The Company agrees shall, at its expense, use its commercially reasonable efforts to prepare and file with the SEC on or prior to within 60 days following the Filing Closing Date a Shelf Registration Statement for an offering with respect to be made resales of shares of Common Stock issued upon conversion of shares of Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 covering all (or any similar provisions then in force). (b) The Company shall, at its expense, use its commercially reasonable efforts to prepare and file with the SEC within 60 days following the Closing Date a Shelf Registration Statement with respect to resales of shares of Convertible Preferred Stock (including, for purposes of registering the sale of such Preferred Stock only, shares of Common Stock issuable upon conversion of such Preferred Stock) that are Transfer Restricted Securities or separate Registration Statements for an offering by each Holder from time to be made time on a delayed or continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectivelyany similar provisions then in force). If eligible, the "Shelf Registration Statement"). Each Company may satisfy the requirement to file a Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected pursuant to this Section 2(b) by the Company permitting registration of such Transfer Restricted Securities registering for resale by the Holders in Convertible Preferred Stock on the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities Shelf Registration Statement required to be included in any Shelf Registration Statement. filed under Section 2(a) above. (c) The Company shall use its best commercially reasonable efforts to cause each Shelf Registration Statement described in 2(a) and 2(b) above to be declared effective under the Securities Act. (d) The Company shall use its commercially reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (e) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its commercially reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable following practicable. Notwithstanding the filing thereof and foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (i) The Company shall use its commercially reasonable efforts, subject to Section 2(f)(ii), to keep each the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Sections 2(d) and 2(e), by all Holders until all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf Registration Statement or another registration statement covering such Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act, (B) have been transferred pursuant to Rule 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or transferred without restriction under Rule 144 or (D) have ceased to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Company will (x) subject to Sections 2(d) and 2(e), use its commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act for two years after and (z) comply in all material respects with the latest date provisions of original issuance the Securities Act with respect to the Shelf Registration Statement during the Shelf Registration Period. (ii) Notwithstanding anything herein to the contrary, the Company may suspend the filing or use of the Shelf Registration Statement or any Prospectus, if the Company shall have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of the Notes (subject its subsidiaries to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period")effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC, it is in the best interests of the Company to suspend such shorter period ending when there cease use, and prior to be suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Transfer Restricted Securities outstandingpursuant to the Shelf Registration Statement until such Holder is advised in writing that the Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event or circumstances giving rise to such suspension). Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the fact of the suspension), except as required by applicable law. (g) Notwithstanding anything herein to the contrary, the Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or oral guidance, comments, requirements or requests of the SEC staff and (ii) the Securities Act, would be deemed to constitute a primary offering of securities by it.

Shelf Registration Statement. (a) The Company agrees shall as promptly as reasonably practicable subsequent to the Twelve Month Date file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Eligible Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each To the extent possible, the Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Eligible Securities for resale by the Holders Investors in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any will notify each Investor when such Shelf Registration StatementStatement has become effective. The Company shall use its best efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is practicable following after the filing thereof of the Shelf Registration Statement and (subject to compliance with the restrictions on registrations set forth in Articles III and IV hereof which shall be applicable with respect to the Shelf Registration) to keep each the Shelf Registration Statement continuously effective under the Securities Act for two until the date which is five (5) years after from the latest date of original issuance of any of the Notes its initial effectiveness (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending either when there cease to be any Transfer Restricted all Eligible Securities outstandingcovered by the Shelf Registration Statement or the Eligible Securities covered by the Shelf Registration Statement first have a Fair Market Value (determined as set forth in the Partnership Agreement) of less than $1,000,000 have been sold in the manner set forth and as contemplated in the Shelf Registration Statement.

Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company shall: (ai) The use its best reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Shares being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company agrees pursuant to Section 3(b)), and pursuant thereto the Company will prepare and file with the SEC on or prior to the Filing Date a Shelf Registration Statement on any appropriate form under the Securities Act, which form shall be available for an offering to be made on a continuous basis pursuant to Rule 415 covering all the sale of the Transfer Restricted Securities Shares in accordance with the intended method or separate methods of distribution thereof within the time periods and otherwise in accordance with the provisions of this Agreement; (ii) use its best reasonable efforts to keep the Shelf Registration Statements Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 of this Agreement; and upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain an offering untrue statement of a material fact or omit to state any material fact necessary to make the statement therein not misleading or (B) not to be made on a continuous basis effective and usable for resale of Transfer Restricted Shares during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement curing such defect, and, if the SEC review is required, use its best reasonable efforts to cause such amendment to be declared effective as soon as practicable; (iii) prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the applicable period set forth in Section 3, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 415 covering all 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Notes constituting Transfer Restricted Securities and Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the Common Stock constituting Transfer Restricted Securities, respectively (such sellers thereof set forth in the Shelf Registration Statement or Statementssupplement to the Prospectus; (iv) advise each Holder promptly and, collectivelyif requested by such Holder, confirm such advice in writing, (A) when the "Shelf Registration Statement"). Each Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement shall be on Form S-3 or any post-effective amendment thereto, when the same has become effective, (B) of any request by the SEC for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or another appropriate form selected of the suspension by any state securities commission of the qualification of the Transfer Restricted Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that the Company determines in its good faith judgment that the disclosure of such fact or happening or event at such time would have a material adverse effect on the business, financial condition, operations or prospects of the Company or the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed); and if at any time the SEC shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Shares under state securities or blue sky laws, the Company shall use its best reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (v) subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(a)(iv)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Shares, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) furnish to each Holder in connection with such sale, if any, before filing with the SEC, copies of the Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review and reasonable comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holder shall reasonably object within five Business Days after the receipt thereof; a Holder shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act; (vii) as soon as reasonably practicable prior to the filing of any document that is to be incorporated by reference into the Shelf Registration Statement or Prospectus, provide copies of such document to each Holder in connection with such sale, if any, make the Company’s representatives available for discussion of such document and other customary due diligence matters for a period of at least five Business Days, and, if appropriate, include such information in such document prior to the filing thereof as such Holder may reasonably request; (viii) make available at reasonable times for inspection by each Holder and any attorney or accountant retained by such Holder, all financial and other records, pertinent corporate documents of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with the Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided, however, that such persons shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company permitting registration in writing as confidential at the time of delivery of such Transfer Restricted Securities for resale information shall be kept confidential by such persons, unless (A) disclosure of such information on a non-confidential basis is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information on a non-confidential basis is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the Holders filing of the Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (D) such information becomes available to such person from a source other than the Company and its subsidiaries and such source is not known, after due inquiry, by such person to be bound by a confidentiality agreement; provided further, that the foregoing investigation shall be coordinated on behalf of such persons by one representative designated by and on behalf of such persons and any such confidential information shall be available from such representative to such persons so long as any person agrees to be bound by such confidentiality agreement; (ix) if requested by any Holder in connection with such sale, as soon as reasonably practicable include in the manner Shelf Registration Statement or manners Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holder may reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (request to have included therein, including, without limitation, up information relating to three underwritten offerings). The Company shall not permit any securities other than the “Plan of Distribution” of the Transfer Restricted Securities Shares; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be included in any such Prospectus supplement or post-effective amendment; (x) furnish to each Holder in connection with such sale, if any, without charge, at least one copy of the Shelf Registration Statement, as first filed with the SEC, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (xi) deliver to each Holder, without charge, such number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each Holder in connection with the offering and the sale of the Transfer Restricted Shares covered by the Prospectus or any amendment or supplement thereto; (xii) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Shares pursuant to the Shelf Registration Statement as may be reasonably requested by such Holder in connection with any sale or resale pursuant to any applicable Registration Statement. The In such connection, the Company shall shall: (1) upon the request of any Holder (or, in the case of paragraph (B) below, upon the request of the Holders of a majority of the Shares covered by the Shelf Registration Statement, provided that such request is made in writing prior to the date on which the Shelf Registration Statement is declared effective), furnish (or in the case of paragraph (B) below, use its best reasonable efforts to cause each to be furnished) to such Holder, upon the effectiveness of the Shelf Registration Statement: (A) a certificate, dated such date, signed on behalf of the Company by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in Sections 2.6 and 6.5(a) of the Placement Agreement and such other similar matters as such Holder may reasonably request; (B) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of independent counsel to the Company, covering matters of the type customarily covered in opinions of issuer’s counsel requested in underwritten offerings, such as the effectiveness of the Shelf Registration Statement and such other matters as may be reasonably requested by such Holders; without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in the Shelf Registration Statement or the related Prospectus; and (2) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (1) above and with any customary conditions contained in any agreement entered into by the Company pursuant to this clause (xii); (xiii) prior to any public offering of Transfer Restricted Shares, take such action as is reasonably required under the securities or blue sky laws of such jurisdictions within the United States of America as the selling Holders may request to enable the disposition in such jurisdictions of the Transfer Restricted Shares covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where the Company is not now so qualified or to take any action that would subject the Company to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where the Company is not now so subject; (xiv) in connection with any sale of Transfer Restricted Shares that will result in such securities no longer being Transfer Restricted Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Shares to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Shares in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Shares; (xv) use its best reasonable efforts to cause the disposition of the Transfer Restricted Shares covered by the Shelf Registration Statement to be declared registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Shares, subject to the proviso contained in clause (xiii) above; (xvi) otherwise use its best reasonable efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders with regard to the Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the effective date of the Shelf Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Securities Act); (xvii) provide promptly to each Holder, upon request, each document filed with the SEC pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date requirements of original issuance of any Section 13 or Section 15(d) of the Notes Exchange Act; and (subject xviii) use its best reasonable efforts to extension pursuant cause the Shares to Sections 2(d) hereof) (be listed on the "Effectiveness Period"), Nasdaq Stock Market or such shorter period ending when there cease other securities exchange or automated quotation system on which similar securities issued by the Company are then listed, to be any Transfer Restricted Securities outstandingthe extent such Shares satisfies applicable listing requirements.

Shelf Registration Statement. (a) The Subject to Section 2.1(b), the Company agrees to shall, upon request of any Investor, as promptly as reasonably practicable file with the SEC on or prior to the Filing Date a Registration Statement registration statement for an offering to be made on a continuous basis pursuant to Rule 415 covering the resale of all of the Transfer Restricted Eligible Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of (the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "“Shelf Registration Statement"”). Each The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Eligible Securities for resale by the Holders Investors in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold them (including, without limitation, up to three one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any will notify each Investor when such Shelf Registration StatementStatement has become effective. The Company shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 3.2(a). The Company shall (subject to the limitations on registration obligations of the Company set forth in Articles II and III hereof, which shall be applicable with respect to the Shelf Registration) use its best commercially reasonable efforts to cause each the Shelf Registration Statement to be declared effective pursuant to under the Securities Act as promptly as is practicable following after the filing thereof of the Shelf Registration Statement, or automatically if the Company is eligible to file an automatically effective shelf registration statement, and (subject to the limitations on registration obligations of the Company set forth in Articles II and III hereof) to keep each the Shelf Registration Statement continuously effective under the Securities Act for two years after until the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "“Effectiveness Period"), or such shorter period ending ”) when there cease to be any Transfer Restricted all Eligible Securities outstandingcovered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement.

Shelf Registration Statement. (ai) The Following the IPO, the Company agrees shall use its reasonable best efforts to qualify for registration on Form S-3 and file with the SEC on or prior to the Filing Date a Registration Statement that is a “shelf” Registration Statement (including as an automatic shelf registration if so eligible) providing for an offering to be made the offer and sale of Registrable Securities by the ARC Investors and the AMH Investors on a delayed or continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected of the Registrable Securities then held by the Company permitting registration ARC Investors and the AMH Investors (in which the intended method of such Transfer Restricted Securities for resale by the Holders distribution may be general in the manner nature or manners reasonably designated by Holders contemplate multiple methods of distribution) (a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any “Shelf Registration Statement. ”). (ii) The Company shall use its reasonable best efforts to cause each (x) for such Shelf Registration Statement to be declared become effective pursuant to as soon as reasonably practicable after the Securities Act as promptly as Company is practicable following the filing thereof and to keep each eligible use a Shelf Registration Statement and (y) to keep such Shelf Registration Statement (or its replacement thereof) continuously effective under the Securities Act for two years after until the latest earlier of the date of original issuance on which all Registrable Securities held by the ARC Investors and the AMH Investors have been sold thereunder, or otherwise cease to be Registrable Securities. Upon written request of any Investor, the Company will as promptly as practicable file a post-effective amendment to register additional Registrable Securities on the Shelf Registration Statement. (iii) At any time that a Shelf Registration Statement is effective, if an Investor delivers a notice to the Company (a “Take-Down Notice”) stating that it intend to sell all or part of its Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), then the Company shall as promptly as practicable amend or file such prospectus supplements to the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Offering (taking into account if applicable the inclusion of Registrable Securities by any other Investors pursuant to Section 2.1(j)(iv)). A Take-Down Notice shall not constitute a Demand unless such Shelf Offering is a Marketed Underwritten Shelf Offering. (iv) If any Investor delivers a Take-Down Notice for a Shelf Offering that is Underwritten Offering or a Marketed Underwritten Shelf Offering, the Company shall give each other Investor prompt written notice thereof to permit each other Investor to include its Registrable Securities already included on the Shelf Registration Statement in such Shelf Offering by notifying the initiating Investor and the Company within 48 hours after delivery of the Notes Take-Down Notice to such other Holder (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease as may be required (as reasonably determined by the initiating Investor) in connection with an overnight “block trade” or similar transaction). The Investor delivering the Take-Down Notice shall have the right to select the lead underwriters, except with respect to a Marketed Underwritten Shelf Offering for which the selection of underwriters is governed by Section 2.1(h). If the lead underwriter advises the Company in writing that, in its reasonable opinion, the inclusion of all the Registrable Securities sought to be any Transfer Restricted included in such Shelf Offering, would adversely affect the marketability of the Registrable Securities outstandingsought to be sold pursuant thereto or the timing of the Shelf Offering, then only such Registrable Securities as the underwriter advises can be sold without such an effect, with the number of Registrable Securities each Investor may include in such Shelf Offering to be allocated pro rata among such Investors based upon the number of Registrable Securities each Investor so requested to be included.

Shelf Registration Statement. (a) The Company agrees shall use best efforts to file with the SEC on or prior to Securities and Exchange Commission (the "Commission") by the Filing Date a Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of under the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively Act (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be ) on Form S-3 under (or any successor form thereto) to register resales by Purchaser of the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration StatementShares. The Company shall use its best efforts to cause each such Shelf Registration Statement to be declared effective pursuant to by the Securities Act Commission as promptly soon as is practicable following possible after the filing thereof and Filing Date but in no event later than the date of termination of the Lock-Up Period (the "TERMINATION DATE"). The Company shall use best efforts to keep each such Shelf Registration Statement continuously effective and usable until the date on which all of the Shares are sold or such earlier date as the Shares may be resold by Purchaser without registration under Rule 144(k) under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness PeriodFinal Date"), . The Company shall deliver copies of the Prospectus to The New York Stock Exchange pursuant to Rule 153 under the Securities Act and to Purchaser on reasonable request. (b) Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or such shorter period ending when there cease to omit a material fact required to be stated therein or necessary to make the statements made not misleading or (ii) not to be effective and usable for resale of the Shares until the Final Date, the Company shall notify Purchaser as soon as reasonably practicable thereafter and, within two Business Days of the occurrence of such event, file a supplement to the Prospectus included in (if a supplement is appropriate for such purpose) or, within four Business Days of the occurrence of such event, file an amendment to the Shelf Registration Statement, in the case of clause (i) immediately above correcting any Transfer Restricted Securities outstandingsuch misstatement or omission, and in the case of either clause (i) or (ii) immediately above use best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as reasonably practicable thereafter.

Shelf Registration Statement. (a) The Company agrees shall file, as promptly as reasonably practicable following the date hereof (and, for the avoidance of doubt, shall use reasonable best efforts to file with cause such filing to occur within ten (10) Business Days of the SEC date hereof (or fifteen (15) Business Days if the Company is a “well know seasoned issuer”)), a registration statement on Form S-3 or prior to the Filing Date a Registration Statement any successor form thereto (“Form S-3”) providing for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted (a “Shelf Registration Statement”) registering all Registrable Securities for resale then held by the Holders and including a plan and method of distribution substantially in the manner or manners reasonably designated by Holders form of a majority in aggregate principal amount of Transfer Restricted Securities being sold Exhibit A hereto. (including, without limitation, up to three underwritten offerings). b) The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall will use its reasonable best efforts to cause each a Shelf Registration Statement to be declared effective pursuant to as of the Securities Act effective date of the Merger (or as promptly soon as is practicable following the filing thereof thereafter) and to keep each a Shelf Registration Statement continuously effective under until the earlier of (i) the date on which all Registrable Securities Act for two years after covered by the latest Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (ii) the date on which this Agreement terminates pursuant to Section 4.1. (c) At any time that a Shelf Registration Statement is effective, if one or more Holders deliver a notice to the Company (a “Take-Down Notice”) stating that such Holder(s) intend to sell a Registrable Amount of original issuance Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (such Underwritten Offering, a “Shelf Offering”), the Company shall promptly, and in a manner reasonably agreed with such Holder(s), amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering and take action to sell pursuant to such other means as are set forth in the plan of any of distribution. (d) Notwithstanding anything to the Notes contrary contained in this Agreement, the Company shall be entitled, from time to time (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness limitations in the definition of Blackout Period"), by providing written notice to the Holders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, the Company shall deliver to such Holders a certificate signed by either the chief executive officer or such shorter period ending when there cease the chief financial officer of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to be the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any Transfer Restricted document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities outstandingincluded therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration Statement. Not later than one hundred and twenty (a120) The days after the date hereof, the Company agrees to shall file with the SEC on or prior to the Filing Date a Registration Statement providing for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale sale by the Holders in (or their donees, pledgees, transferees or other successors-in-interest) of the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings)Holders' Registrable Securities. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall will use its best reasonable efforts to cause each Shelf such Registration Statement to be declared effective pursuant by the Commission within two hundred forty (240) days after the date hereof. The Company agrees to the Securities Act as promptly as is practicable following the filing thereof and use its best efforts to keep each Shelf the Registration Statement continuously effective with respect to all Registrable Securities of such Holder or Holders for a period expiring on the earlier of (x) the date on which all of such Holder's Registrable Securities have been sold pursuant to the Registration Statement, and (y) when all Registrable Securities may be resold pursuant to Rule 144 without any volume or manner of sale limitations, and further agrees during such period to supplement or amend the Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for a shelf registration to the extent necessary to ensure that it is available for resales by the Holder of the Registrable Securities (or, if necessary, file a new Registration Statement providing for the sale by the Holders (or their donees, pledgees, transferees or other successors-in-interest) of the Holders' Registrable Securities). Notwithstanding the foregoing, the Company shall be permitted to suspend the use of any then effective Registration Statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Holders in writing of (i) the existence of circumstances relating to a material pending development, including the need to update or modify financial information or a pending or contemplated material acquisition or merger or other material transaction or event, which would require additional disclosure by the Company in the Registration Statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, or (ii) the unavailability of financial statements required by such form of Registration Statement as the Company is eligible to use; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement more than ninety (90) days in the aggregate during any period of twelve (12) consecutive months pursuant to this Section 2(a); and provided, further, that the Holders acknowledge and accept that in addition to the 90-days referenced above, they may not be permitted to sell their Registrable Securities even after such a Registration Statement is filed and effective, due to any restrictions under applicable securities laws, including as a result of any "blackout" periods adopted by the Company and applicable to the Company's directors, any Holdback Periods or periods imposed by the SEC due to the SEC's review following a required post-effective amendment to such Registration Statement (collectively, "Other Permitted Restrictions"). The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder. If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included (a "Cutback"), then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (reduced pro rata) and the Company shall thereafter prepare and file additional Registration Statements as soon as permitted to register for resale any Registrable Securities previously omitted from the Registration Statement and any such failure to register for resale any such Registrable Securities due to a Cutback shall not count towards the 90-day period referenced above. The Company understands and agrees that the effectiveness of the Registration Statement may be required to be maintained for greater than three (3) years. Notwithstanding anything herein to the contrary, if, for any reason, a Registration Statement is not in effect after two hundred and forty (240) days from the date hereof (other than for the reasons set forth in this Section 2(a) or because such Registration Statement has not been declared effective by the Commissions despite the Company's best efforts, provided that the Company shall continue its best efforts to have the Registration Statement declared effective as soon as possible), each Holder shall, subject to Section 2(d) in the case of an underwritten offering, have the right to require the Company to register under the Securities Act for two years after the latest date of original issuance of any all or part of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingRegistrable Securities.

Shelf Registration Statement. As soon as practicable but no later than [thirty (a) The 30)]1 Business Days after the date hereof (the “Filing Date”), the Company agrees to shall prepare and file with (or confidentially submit to) the SEC on or prior to the Filing Date Commission a Registration Statement for an offering to be made on a continuous basis pursuant to shelf registration statement under Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively Act (such Registration Statement or Statementsregistration statement, collectively, the "a “Shelf Registration Statement"”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations. Each Such Shelf Registration Statement shall be on Form S-3 under provide for the resale of the Registrable Securities Act included therein pursuant to any method or another appropriate form selected by the Company permitting registration combination of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (includingmethods legally available to, without limitationand requested by, up to three underwritten offerings)any Holder named therein. The Company shall not permit any securities other than maintain the Transfer Restricted Securities to be included in any Shelf Registration StatementStatement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. The If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall use its best commercially reasonably efforts to cause each convert such outstanding Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep each on Form S-1 into a Shelf Registration Statement continuously effective under the Securities Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingon Form S-3.

Shelf Registration Statement. (a) The Company agrees to shall, no later than the Filing Date, file with the SEC on or prior to the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement (the “Initial Shelf”) relating to the offer and sale of the Registrable Securities by the Investors from time to time to permit the sale of Registrable Securities by the Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the SPA and, thereafter, shall use its best efforts to cause the Initial Shelf to be on Form S-3 declared effective under the Securities Act or another appropriate form selected by no later than ninety (90) calendar days following the Company permitting registration date first filed with the SEC. None of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold Company’s securityholders (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Investors) shall have the right to include any Securities to be included in of the Company on the Initial Shelf. (b) For so long as either Investor holds any Shelf Registration Statement. The Registrable Securities, the Company shall use its best efforts to cause each maintain an effective Shelf Registration Statement registering all unsold Registrable Securities. Subject to be declared effective pursuant to Section ‎4.3, the Securities Act as promptly as is practicable following the filing thereof and Company shall use its best efforts to keep each a Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section ‎4.3(i), in order to permit the Prospectus forming a part thereof to be usable by the Investors until the date that the Investors no longer hold Registrable Securities (such period, the “Resale Period”). The Company shall be deemed not to have used its best efforts to keep a Shelf Registration Statement effective under during the Securities Act for two years after Resale Period if the latest date of original issuance of Company voluntarily takes any action that would result in the Investors’ not being able to offer and sell any of such Registrable Securities under such Shelf Registration Statement during that period, unless such action is (x) required by applicable Laws and the Notes Company thereafter promptly complies with the requirements of Section ‎4.3 or (y) permitted pursuant to Section ‎4.3. (c) For the avoidance of doubt, nothing in this Agreement shall require the Company to undertake or otherwise support an underwritten offering of Registrable Securities unless the Company determines to do so in its sole discretion. (d) For the avoidance of doubt, any sale made pursuant to the Initial Shelf shall be subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such shorter period ending when there cease to be any Transfer Restricted Securities outstandingOrderly Sale Arrangement set forth in Section 9 of the SPA.

Shelf Registration Statement. 2.1.1 As promptly as reasonably practicable following the Closing but in any event within fifteen (a15) The Company agrees to days following the Closing, the Corporation shall (i) prepare and file with the SEC on or prior to the Filing Date Commission a Registration Statement (the “Shelf Registration Statement”) that provides for the resale of all Registrable Securities then held by or issuable to the Holders (including any Registrable Securities that any Holder may be entitled to receive upon any Exchange (as defined in the Exchange Agreement) of any Class B Units in accordance with the terms and subject to the conditions set forth in the Exchange Agreement) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold any successor rule thereto and (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall ii) use its reasonable best efforts and act in good faith to cause each the Shelf Registration Statement to be declared effective pursuant by the Commission as soon as practicable thereafter (the date the Shelf Registration Statement is declared effective by the Commission being the “Shelf Effective Date”), but in any event not later than the earlier of (a) forty-five (45) days (or ninety (90) days if the Commission notifies the Corporation that it will “review” the Registration Statement) after the Closing and (b) the fifth (5th) Business Day after the date the Corporation is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review. The plan of distribution contained in a Shelf Registration Statement (or related Shelf Supplement) shall be in the form attached as Exhibit A hereto, unless otherwise determined by the Holders. The Corporation shall prepare and file with the Commission such amendments, post-effective amendments and supplements, including Shelf Supplements, to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act as promptly as is practicable following with respect to the filing thereof disposition of all Registrable Securities subject thereto for a period ending on the earlier of thirty-six (36) months after effective date of such Registration Statement and the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to keep each such Registration Statement or cease to be Registrable Securities. 2.1.2 At any time that the Shelf Registration Statement continuously effective is effective, if a Holder of Registrable Securities covered by the Shelf Registration Statement delivers a notice to the Corporation (a “Shelf Takedown Notice”) stating that the holder intends to effect an offering of all or part of its Registrable Securities included in the Shelf Registration Statement (a “Shelf Takedown”) and the Corporation is eligible to use the Shelf Registration Statement for such Shelf Takedown, then the Corporation shall take all actions reasonably required, including amending or supplementing (a “Shelf Supplement”) the Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Except as set forth in subsections 2.1.3 and 2.1.4, the Corporation shall not be obligated to effect requests set forth in a Shelf Takedown Notice through an Underwritten Offering. 2.1.3 A majority-in-interest of the Holders initiating any Shelf Takedown shall have the right to demand an offering in the form of an Underwritten Offering if the gross proceeds of such offering is reasonably expected to exceed $25,000,000 in the aggregate. If any Shelf Takedown is an Underwritten Offering, the holders of a majority of the Registrable Securities Act for two years participating in such Underwritten Offering shall have the right to select the managing Underwriter or Underwriters to administer the offering related to such Shelf Takedown, subject to the consent of the Corporation, which consent shall not be unreasonably withheld. 2.1.4 If a Holder of Registrable Securities wishes to engage in an underwritten block trade off a Shelf Registration Statement (a “Block Trade”), then such Holder shall notify the Corporation of such Block Trade not less than five (5) Business Days prior to the day such offering is to commence. The Corporation shall use its reasonable best efforts to facilitate and consummate such offering (which may close as early as three (3) Business Days after the latest date of original issuance of any it commences); provided that the Holder shall use its reasonable best efforts to work with the Corporation and the Underwriters prior to making such request in order to facilitate preparation of the Notes Registration Statement, Prospectus and other offering documentation related to the Block Trade. The Corporation shall, at the request of the Holder, file any prospectus supplement or any post-effective amendments and otherwise take any reasonable action necessary to include therein all disclosure and language deemed necessary or advisable by the Holder to effect such Block Trade. A Holder of Registrable Securities shall be entitled to engage in underwritten Block Trades without any limitation based on the expected proceeds of such transaction; provided, however, that the applicable Holder(s) shall (subject i) be entitled to extension pursuant two underwritten Block Trades representing gross proceeds of less than $25,000,000 each under this Agreement with all reasonable fees and expenses paid for by the Corporation as otherwise set forth herein and (ii) to Sections 2(dthe extent that, in any period of twelve (12) hereofconsecutive months there are more than two (2) (underwritten Block Trades representing gross proceeds of less than $25,000,000, the "Effectiveness Period"), or applicable Holder(s) shall reimburse the Corporation for the reasonable fees and expenses of the Corporation’s independent registered public accountants and counsel for the Corporation incurred in connection with any such shorter period ending when there cease to be any Transfer Restricted Securities outstandingadditional underwritten Block Trades.